20-F - SCAG - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ ANNUAL REPORT PURSUANT TO SECTION 13OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended __________

☐ TRANSITION REPORT PURSUANT TO SECTION13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ SHELL COMPANY REPORT PURSUANT TO SECTION13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report:June 27, 2025

Commission File Number: 001-42632

Scage Future(Exact name of Registrant as specified in its charter)

Not applicable	Cayman Islands
(Translation<br> of Registrant’s name into English)	(Jurisdiction<br> of incorporation or organization)

2F, Building 6, No. 6 Fengxin RoadYuhuatai District, Nanjing CityJiangsu Province, 210012People’s Republic of China(Address of Principal Executive Offices)

Mr. Chao Gao, Chief Executive Officer2F, Building 6, No. 6 Fengxin RoadYuhuatai District, Nanjing CityJiangsu Province, 210012People’s Republic of China(86) 25-5240-9912(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
American depositary shares, each representing one ordinary share, par value US$0.0001 per share	SCAG	The Nasdaq Stock Market LLC
Warrants, each exercisable for one ordinary share at an exercise price of $11.50 per share	SCAGW	The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the shell company report: 72,243,992 ordinary shares, par value $0.0001 per share, and 21,737,500 warrants issued and outstanding as of June 27, 2025.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐ No ☐

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.’

Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☒
				Emerging growth company	☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

†	The term “new or revised financial accounting standard” refers to any update issued by the<br>Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒	International Financial Reporting Standards as issued by the<br><br> International Accounting Standards Board ☐	Other ☐

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☐

TABLE OF CONTENTS

		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		iv
EXPLANATORY NOTE		ii
PART I		1
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	1
ITEM 3.	KEY INFORMATION	1
ITEM 4.	INFORMATION ON THE COMPANY	2
ITEM 4A.	UNRESOLVED STAFF COMMENTS	7
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	7
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	26
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	33
ITEM 8.	FINANCIAL INFORMATION	34
ITEM 9.	THE OFFER AND LISTING	35
ITEM 10.	ADDITIONAL INFORMATION	35
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS	41
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	41
PART II		42
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	42
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND<br>USE OF PROCEEDS	42
ITEM 15.	CONTROLS AND PROCEDURES	42
ITEM 16.	[RESERVED]	42
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	42
ITEM 16B.	CODE OF ETHICS	42
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	42
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	42
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED<br>PURCHASERS	42
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	42
PART III		43
ITEM 17.	FINANCIAL STATEMENTS	43
ITEM 18.	FINANCIAL STATEMENTS	43
ITEM 19.	EXHIBITS	43
EXHIBIT INDEX		43

EXPLANATORY NOTE

On June 27, 2025, Scage Future (“we,” “us,” “our,” “the Company” or “PubCo,”) consummated the previously announced business combination (the “Business Combination”) pursuant to the business combination agreement, dated as of August 21, 2023 (the “Business Combination Agreement”), by and among Finnovate Acquisition Corp, a Cayman Islands business company (“Finnovate”), Scage International Limited (“Scage International”), an exempted company incorporated with limited liability in the Cayman Islands, PubCo, Hero 1, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of PubCo (“Merger Sub I”), and Hero 2, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of PubCo (“Merger Sub II”).

Pursuant to the Business Combination Agreement, the Business Combination was effected in two steps: (1) Merger Sub I merged with and into Scage International (the “First Merger”), with Scage International surviving the First Merger as a wholly-owned subsidiary of PubCo (the time at which the First Merger became effective is sometimes referred to herein as the “First Merger Effective Time”); (2) on the Closing Date and immediately following the First Merger, Merger Sub II merged with and into Finnovate (the “Second Merger”), with Finnovate surviving the Second Merger as a wholly owned subsidiary of PubCo (the time at which the Second Merger becomes effective is referred to herein as the “Effective Time”).

Prior to the First Merger Effective Time, Scage International caused a sponsored American depositary share facility for the ordinary shares of the PubCo, par value US$0.001 each (“Ordinary Shares”) established with CITIBANK, N.A. (the “Depositary”) for the purpose of issuing and distributing the American depositary shares of PubCo, each representing one Ordinary Share (“ADSs”).

On the Closing Date and immediately prior to the First Merger Effective Time, each preferred share of Scage International, par value US$0.00001 per share, that was issued and outstanding immediately prior to the First Merger Effective Time was cancelled in exchange for the right to receive a number of the ordinary share of Scage International, par value US$0.00001 per share (“Scage International Ordinary Share”), at the then-effective conversion rate in accordance with Scage International’s amended and restated articles of association (the “Conversion”). At the First Merger Effective Time, pursuant to the First Merger, (1) each Scage International Ordinary Share that was issued and outstanding immediately prior to the First Merger Effective Time and after the Conversion was cancelled and converted into the right to receive a number of Ordinary Shares at the Exchange Ratio (as defined in the Business Combination Agreement) (if applicable, in the form of ADSs); (2) any Company Convertible Securities (as defined in the Business Combination Agreement), to the extent then outstanding and unexercised immediately prior to the First Merger Effective Time, were automatically assumed by PubCo and converted into a convertible security of PubCo, subject to the same terms and conditions as were applicable to the corresponding former Company Convertible Securities immediately prior to the First Merger Effective Time; (3) every issued and outstanding share of PubCo owned by One Strength Brother Limited, being the only issued and outstanding share in PubCo immediately prior to the First Merger Effective Time, was cancelled; and (4) each then issued and outstanding ordinary share of Merger Sub I, par value US$0.0001 per share, was converted into and exchanged for one ordinary share of Scage International as the surviving company of the First Merger.

ii

At the Effective Time, pursuant to the Second Merger: (1) each issued and outstanding public unit of Finnovate was automatically detached and the holder thereof was deemed to hold one Finnovate Class A Ordinary Share and three-quarters of one Finnovate Public Warrant (“Unit Separation”), (2) immediately following the Unit Separation, every issued and outstanding Finnovate Ordinary Share (other than treasury shares held by Finnovate and those shares held by insiders and Dissenting Finnovate Shares or are subject to lock-up restrictions) immediately prior to the Effective Time was cancelled and converted automatically into the right to receive one ADS; (3) every issued and outstanding Finnovate Ordinary Share held by the insiders or subject to lock-up restrictions immediately prior to the Effective Time was cancelled and converted automatically into the right to receive one Ordinary Share; (4) pursuant to certain Assignment, Assumption and Amendment to Warrant Agreement, at the Effective Time, each Finnovate Public Warrant was converted into one PubCo Public Warrant, and each outstanding Finnovate Private Warrant was converted into one PubCo Private Warrant, and each of the PubCo Public Warrants and PubCo Private Warrants (together with PubCo Public Warrants, “Assumed Warrants”) shall have and be subject to substantially the same terms and conditions set forth in the respective Finnovate Public Warrants and Finnovate Private Warrants, except that they shall represent the right to acquire ADS or Ordinary Shares in lieu of Finnovate Ordinary Shares; (4) each Finnovate Ordinary Share for which a holder had validly exercised its right of redemption was surrendered and cancelled and shall cease to exist; and (5) each then issued and outstanding ordinary share of Merger Sub II, par value US$0.0001 per share, was converted into and exchanged for one ordinary share of Finnovate as the surviving entity of the Second Merger.

On June 30, 2025, the ADSs and the Assumed Warrants of the Company commenced trading on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “SCAG” and “SCAGW,” respectively.

This Report is being filed in connection with the Business Combination.

iii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report contains or may contain forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify the forward-looking statements. The risk factors and cautionary language referred to in this Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in our forward-looking statements, including among other things, the items identified in “Item 3. Key Information—D. Risk Factors” herein.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. Although we believe that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements contained in this Report, or the documents to which we refer readers in this Report, to reflect any change in our expectations with respect to such statements or any change in events, conditions or circumstances upon which any statement is based.

iv

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

A. Directors and Senior Management

Information regarding our directors and executive officers after the completion of the Business Combination are set forth in the section entitled “Item 6. Directors, Senior Management and Employees.”

The business address for each of our directors and executive officers is 2F, Building 6, No. 6 Fengxin Road, Yuhuatai District, Nanjing City, Jiangsu Province, 210012, China.

B. Advisors

Baker & McKenzie LLP acted as counsel for the Company and Scage International, and will act as counsel to the Company upon and following the consummation of the Business Combination. The address of Baker & McKenzie LLP is Suite 3401, China World Office 2, China World Trade Centre, No. 1 Jianguomenwai Avenue, Chaoyang District, Beijing 100004, China.

Jingtian & Gongcheng acted as the PRC counsel for the Company and Scage International, and will act as the PRC counsel to the Company upon and following the consummation of the Business Combination. The address of Jingtian & Gongcheng is 34/F, Tower 3, China Central Place, 77 Jianguo Road, Beijing 100025, China.

Ogier acted as the Cayman counsel for the Company and Scage International and will act as the Cayman counsel to the Company upon and following the consummation of the Business Combination. The address of Ogier is Floor 11, Central Tower, 28 Queen’s Road Central, Central, Hong Kong.

C. Auditors

Marcum Asia CPAs LLP acted as the independent registered public accounting firm of Scage International for its consolidated financial statements as of and for the fiscal years ended June 30, 2024 and 2023, and will be the Company’s independent registered public accounting firm following the consummation of the Business Combination.

The address of Marcum Asia CPAs LLP is 7 Penn Plaza, Suite 830, New York, NY, 10001, United States.

HTL International, LLC, an independent registered public accounting firm, acted as the accounting firm for Finnovate since March 24, 2025. HTL International, LLC is headquartered in Houston, TX, United States.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

ITEM 3. KEY INFORMATION

A. [Reserved]

B. Capitalization and Indebtedness

The following table sets forth the capitalization of the Company on an unaudited pro forma condensed combined basis as of December 31, 2024, after giving effect to the Business Combination.

Asof December 31, 2024	ProForma Combined
Cash and cash equivalents	$	75,230
Ordinary shares		7,224
Additional paid-in capital		31,252,684
Accumulated deficit		(31,828,078	)
Accumulated other comprehensive income		1,468,757
Non-controlling interests		(261,928	)
Total Shareholders’ (Deficit)/Equity		638,659
Debt:
Long-term borrowings		2,000,000
Total capitalization	$	2,713,889

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

The risk factors associated with the Company are described in the Form F-4 in the section titled “Risk Factors,” which is incorporated herein by reference.

In addition, please refer to the below risk factors. ****

Our financial statements may be deemed incomplete because thisReport does not include Finnovate Acquisition Corp.’s interim results for Q1 2025, which could expose us to regulatory or investorchallenges.

This Report does not include or incorporate by reference the unaudited interim financial statements of Finnovate Acquisition Corp. for the quarter ended March 31, 2025, because these financial statements have not been available as of the date of this Report. Based on the proximity of Finnovate’s recently filed audited annual report on Form 10-K for the year ended December 31, 2024, we believe that there has been no material change in Finnovate’s financial position through the date of its business combination on June 27, 2025. We intend to file an amendment to this Report to incorporate Finnovate’s interim financial statements for the first quarter of 2025 as soon as practicable. However, there can be no assurance that regulators will not require additional financial information in the meantime, or that the absence of Finnovate’s interim financials will not delay or adversely affect future filings or our ability to maintain timely reporting compliance.

ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

Corporate history

Nanjing Scage Auto Tech Co., Ltd. (“Nanjing Scage”), our PRC subsidiary, commenced our business operations of designing, developing and commercializing heavy-duty commercial NEVs and hydrogen fueling solutions in 2019.

Scage International is an exempted company with limited liability incorporated in the Cayman Islands in December 2021. It is a holding company with no substantive operation. Scage International has undergone a series of corporate restructuring in contemplation of the Business Combination, in particular the following.

•	Incorporation of the holding entity. In<br>December 2021, Scage International was established as a holding company in the Cayman Islands.
•	Incorporation of the Scage BVI. In December 2021,<br>Scage International established a wholly-owned subsidiary, VVS International Limited (“Scage BVI”), to be the intermediate<br>holding company in the British Virgin Islands.
---	---
•	Incorporation of the Hong Kong subsidiary.<br>In January 2022, Scage BVI established a wholly-owned subsidiary, Scage (Hong Kong) Limited (“Scage HK”), to<br>be the intermediate holding company in Hong Kong.
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•	Establishment of WFOE. In September 2023,<br>Scage HK acquired all the equity interest in Nanjing Xinneng Hydrogen Automotive Technology Co., Ltd. (“WFOE”), which became<br>a wholly-owned subsidiary of Scage HK.
•	Incorporation of the United States subsidiary.<br>In February 2024, Scage HK established a wholly-owned subsidiary, Scage U.S. Corporation (“Scage US”), to be the intermediate<br>holding company in the United States.
---	---

In August 2023, Scage International issued shares to several then shareholders of Nanjing Scage (or their designees) to reflect their respective equity interests in Nanjing Scage prior to the restructuring. In October 2023, Scage HK and WFOE acquired 26.45% and 73.55% of the equity interest in Nanjing Scage, respectively.

We are an exempted company incorporated in the Cayman Islands with limited liability on July 14, 2023 for the purpose of effecting the Business Combination. Our principal executive office is 2F, Building 6, No. 6 Fengxin Road, Yuhuatai District, Nanjing City, Jiangsu Province, 210012, China. The telephone number of our principal executive office is (86) 25-5240-9912. Our website address is ir.scagefd.com. The information contained on the website does not form a part of, and is not incorporated by reference into, this Report.

Business combination with Finnovate

On June 27, 2025, we consummated the previously announced Business Combination pursuant to the Business Combination Agreement.

Prior to the First Merger Effective Time, Scage International caused a sponsored American depositary share facility for the Ordinary Shares established with CITIBANK, N.A. for the purpose of issuing and distributing the ADSs.

On the Closing Date and immediately prior to the First Merger Effective Time, each preferred share of Scage International, par value US$0.00001 per share, that was issued and outstanding immediately prior to the First Merger Effective Time was cancelled in exchange for the right to receive a number of Scage International Ordinary Shares at the then-effective conversion rate in accordance with Scage International’s amended and restated articles of association (the “Conversion”). At the First Merger Effective Time, pursuant to the First Merger, (1) each Scage International Ordinary Share that was issued and outstanding immediately prior to the First Merger Effective Time and after the Conversion was cancelled and converted into the right to receive a number of Ordinary Shares at the Exchange Ratio (as defined in the Business Combination Agreement) (if applicable, in the form of ADSs); (2) any Company Convertible Securities (as defined in the Business Combination Agreement), to the extent then outstanding and unexercised immediately prior to the First Merger Effective Time, were automatically assumed by PubCo and converted into a convertible security of PubCo, subject to the same terms and conditions as were applicable to the corresponding former Company Convertible Securities immediately prior to the First Merger Effective Time; (3) every issued and outstanding share of PubCo owned by One Strength Brother Limited, being the only issued and outstanding share in PubCo immediately prior to the First Merger Effective Time, was cancelled; and (4) each then issued and outstanding ordinary share of Merger Sub I, par value US$0.0001 per share, was converted into and exchanged for one ordinary share of Scage International as the surviving company of the First Merger.

On June 30, 2025, the ADSs and the Assumed Warrants of the Company commenced trading on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “SCAG” and “SCAGW,” respectively.

Additional Agreements in connection withthe Business Combination

This section describes the material provisions of certain additional agreements entered into pursuant to or in connection with the Business Combination Agreement.

Lock-up agreements

Simultaneously with the execution of the Business Combination Agreement, PubCo, Scage International, Finnovate and certain Key Company Shareholders (as defined in the Business Combination Agreement) each entered into Lock-Up Agreements (each, a “Key Seller Lock-Up Agreement”). Pursuant to each Key Seller Lock-Up Agreement, each Key Company Shareholder agreed not to, during the period commencing from the Closing Date and ending on (A) the 6-month anniversary of the Closing Date with respect to 40% of the restricted securities and (B) the 36-month anniversary of the Closing Date with respect to the remaining 60% of the restricted securities, (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase of a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any restricted securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Securities, whether any such transaction is to be settled by delivery of such restricted securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of restricted securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”) (subject to early release if PubCo consummates a Change of Control).

In addition, the remaining shareholders of Scage International entered into a lock-up agreement (each, a “Seller Lock-Up Agreement”) on the Closing Date, pursuant to which each of them has agreed not to make a Prohibited Transfer during the period commencing from the Closing Date and ending on the 6-month anniversary of the Closing Date (subject to early release if PubCo consummates a Change of Control).

Prior to the Closing of the Business Combination, Finnovate and Scage International released certain Ordinary Shares issuable to certain non-affiliate shareholders of Scage International from the transfer restrictions under the Seller Lock-up Agreement in order to satisfy the initial listing requirements of the Nasdaq Stock Market.

Shareholder Support Agreement

Simultaneously with the execution of the Business Combination Agreement, Finnovate, Scage International, and Key Company Shareholders entered into a Shareholder Support Agreement (the “Shareholder Support Agreement”), pursuant to which, among other things, Key Company Shareholders have agreed (a) to support the adoption of the Business Combination Agreement and the approval of Business Combination, subject to certain customary conditions, and (b) not to transfer any of their subject shares (or enter into any arrangement with respect thereto), subject to certain customary conditions.

Sponsor Support Agreement

Simultaneously with the execution of the Business Combination Agreement, the Company, Scage International, Finnovate and Finnovate Sponsor L.P. (the “Sponsor”) entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed to vote all of its shares of Finnovate in favor of the Business Combination Agreement and the transactions contemplated therein. The Sponsor Support Agreement also prevents certain transfers of securities of Finnovate held by the Sponsor between the date of the Sponsor Support Agreement and the termination of the Sponsor Support Agreement.

On January 3, 2025, the Sponsor consummated a distribution of its assets in accordance with its governing documents, which included the distribution of 4,237,499 Finnovate Class A Ordinary Shares, 1 Finnovate Class B Ordinary Share and 8,243,038 Finnovate Private Warrants then held by the Sponsor to its constituent members (the “Sponsor Distribution”).

Pursuant to the Sponsor Distribution, the recipients of Finnovate securities (other than the Sponsor and its affiliates) agreed to remain subject to the lock-up restrictions but would not be required to vote their shares in favor of the Business Combination.

Prior to the Closing of the Business Combination, Finnovate and Scage International released certain Ordinary Shares issuable to certain non-affiliate shareholders of Finnovate who from the lock-up restrictions described above in order to satisfy the initial listing requirements of the Nasdaq Stock Market.

Insider Letter Amendment

Simultaneously with the execution of the Business Combination Agreement, Finnovate, Scage International, the Sponsor, Pubco, Calvin Kung, Wang Chiu Wong, Chunyi Hao, Tiemei Li, and Sanjay Prasad entered into an amendment (the “Insider Letter Amendment”) to that certain letter agreement, dated November 8, 2021 (the “Insider Letter”).

On April 7, 2025, Finnovate, Scage International, the Sponsor, Pubco, and EarlyBirdCapital, Inc., the representative of the underwriters in the IPO of Finnovate IPO (“EBC”) entered into a lock-up removal letter, pursuant to which each of Calvin Kung, Wang Chiu Wong, Chunyi Hao, Tiemei Li, and Sanjay Prasad shall be released from the transfer restrictions set forth in the Insider Letter upon the three-month anniversary of the consummation of the Business Combination.

Non-Competition and Non-Solicitation Agreement

Simultaneously with the execution of the Business Combination Agreement, certain shareholders and officers (each, a “Subject Party”) of Scage International each entered into a non-competition and non-solicitation agreement with Finnovate, PubCo, Scage International, and the Sponsor (collectively, the “Non-Competition and Non-Solicitation Agreement”). Under the Non-Competition and Non-Solicitation Agreement, the Subject Party agrees not to compete with PubCo, the Sponsor, Finnovate, Scage International and their respective affiliates during the three-year period following the Closing and, during such three-year restricted period, not to solicit employees or customers of such entities. The Non-Competition and Non-Solicitation Agreement also contains customary confidentiality and non-disparagement provisions.

Assignment, Assumption and Amendment to WarrantAgreement

On October 18, 2024, Finnovate, PubCo and Continental, as warrant agent (the “Warrant Agent”) entered into the Assignment, Assumption and Amendment to Warrant Agreement (the “Warrant Amendment”), which amends that certain Warrant Agreement, dated as of November 8, 2021, relating to the Finnovate warrants (the “Warrant Agreement”), filed with the SEC on November 8, 2021. Pursuant to the Warrant Amendment, among others, PubCo will assume the obligations of Finnovate under the Warrant Agreement.

Amendment to the Registration Rights Agreement

On the Closing Date, we entered into an amendment to the Founder Registration Rights Agreement (the “Amendment to the Registration Rights Agreement”), dated November 8, 2021 by and among Finnovate, Sponsor and the holders named therein, with Finnovate, Scage International and the Sponsor. Pursuant to the Amendment to the Registration Rights Agreement, we have agreed, among others, file a registration statement in respect of all Registrable Securities (as defined therein) requested by the Sponsor and Requesting Holder(s) (as defined therein) pursuant to such Demand Registration (as defined therein), not more than forty five (45) days immediately after our receipt of the Demand Registration, and shall effect the registration thereof as soon as reasonably practicable thereafter.

Seller Registration Rights Agreement

On the Closing Date, we entered into a registration rights agreement (the “Seller Registration Rights Agreement”) with certain shareholders, pursuant to which we have agreed, among others, that we shall use our best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration (as defined therein), prepare and file with the SEC a registration statement on any form for which we then qualify or which our counsel shall deem appropriate and which form shall be available for the sale of all Registrable Securities (as defined therein) to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use our reasonable efforts to cause such registration statement to become effective and use our reasonable efforts to keep it effective for the period required by the Seller Registration Rights Agreement, subject to certain exceptions.

Promissory Notes

On the Closing Date, we issued to promissory notes the EBC in connection with certain fees payable by us pursuant to the Business Combination Agreement. For details, please refer to Exhibits 4.15 and 4.16 to this Report.

PIPE

Scage International entered into subscription agreements with an investor on August 23, 2024 and October 20, 2024, respectively, and pursuant to the subscription agreements, the investor subscribed for 3,442,342 ordinary shares of Scage International in a private placement transaction at a per share price of US$5.81, which represented the per share price of the ordinary shares of Scage International based on a post-investment valuation of Scage International of US$800 million in line with evaluation of Scage International in connection with the Business Combination. Such shares subscribed by the investor were cancelled and converted into the right to receive a number of Ordinary Shares at the Exchange Ratio (as defined in the Business Combination Agreement) in the form of ADSs at the First Merger Effective Time pursuant to the Business Combination Agreement.

B. Business Overview

Following and as a result of the Business Combination, all business of the Company is conducted through Scage International and its subsidiaries. A description of the business of the Company is included in the Form F-4 in the sections titled “Scage International’s Business,” which is incorporated herein by reference.

C. Organizational Structure

Upon consummation of the Business Combination, Scage International has become our wholly owned subsidiary. The following diagram depicts a simplified organizational structure of the Company as of the date of this Report. These subsidiaries are also set forth in Exhibit 8.1 to this Report.

D. Property, Plants and Equipment

We are currently headquartered in Nanjing, Jiangsu province, China. As of December 31, 2024, we leased three properties in Nanjing and Beijing for office space and an exhibit and storage center, with an aggregate floor area of 3,900.3 square meters. We lease our premises through lease agreements with unrelated third parties.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Following the Business Combination, our business is conducted through Scage International and its PRC subsidiaries. You should read the following discussion and analysis of the financial condition and results of operations of Scage International in conjunction with its consolidated financial statements and the related notes included elsewhere in this Report. This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. The actual results of Scage International and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those we describe under “Item 3. Key Information — D. Risk Factors” and elsewhere in this Report. References to “we,” “us” or “our” in this “Item 5. Operating and Financial Review and Prospects” are to Scage International and its subsidiaries before the consummation of the Business Combination, and Scage Future and its subsidiaries after the consummation of the Business Combination.

Overview

We are a pioneering and leading zero-emission solution provider in China, focusing on the development and commercialization of heavy-duty new energy vehicle (“NEV”) trucks and e-fuel solutions. We have participated in the design, production and testing of several NEV trucks, covering application scenarios for logistics, mining and port transportation. Galaxy II truck that we collaborated in developing is one of the earliest hybrid heavy-duty NEV trucks commercialized in China.

We provide technology-empowered NEV trucks to address the diverse commercial transportation needs of our global customers. Our current vehicle offerings include Dragon King, a plug-in hybrid dump truck, primarily designed for mining and other heavy-duty loading and offloading uses, Galaxy II, a plug-in hybrid truck, primarily designed for long-distance road transportation and logistics services, and Q-truck, an autonomous tractor trailer, primarily designed for long-distance road transportation and logistics services. In addition, we have three NEV models under active development in collaboration with relevant vehicle manufacturers, and we anticipate launching in 2025. Our pipeline includes all-electric port tractors, long-endurance hybrid power tractors, and wide-body, high-power hybrid mining vehicles.

We believe that our advanced technologies allow us to develop vehicles capable of delivering optimal function in collaboration with vehicle manufacturers. We have independently developed our electric control and steering system, intelligently distributed hybrid power (“IDHP”) system and solid oxide electrolysis cell (“SOEC”) hydrogen production technology. Furthermore, we have been staying at the forefront of the industry in the R&D and application of new processes and technologies. We believe our platform-based vehicle design and development system will enable us to cost-efficiently develop a wide range of vehicle models and provide customized solutions for our customers in collaboration with vehicle manufacturers.

Quality is of utmost importance to our business. We implement strict quality control in our R&D and supply chain processes. We strategically collaborate with vehicle manufacturers, including C&C Trucks Co., Ltd., to ensure stable vehicle manufacturing and delivery capability, while also closely monitoring the quality of our products.

We generate revenues primarily from sales of commercial NEVs and components. We recorded revenues of US$6.1 million, US$0.4 million, US$7.1 million and US$3.2 million in the fiscal years ended June 30, 2024 and 2023 and the six months ended December 31, 2024 and 2023, respectively. We recorded net loss of US$6.0 million, US$6.6 million, US$4.0 million and US$2.8 million in the fiscal years ended June 30, 2024 and 2023 and the six months ended December 31, 2024 and 2023, respectively.

Key Factors that Affect Operating Results

The demand for our heavy-duty commercial NEVs is affected by various general factors, primarily including (1) the macroeconomic conditions in China and the growth of the global and China’s heavy-duty commercial NEV markets; (2) customer acceptance and penetration rate of heavy-duty commercial NEVs, which are in turn affected by, among other things, functionality and performance of heavy-duty commercial NEVs, total cost of ownership and availability of energy refuel solutions; and (3) government policies and regulations for heavy-duty commercial NEV industry, such as subsidies for heavy-duty commercial NEV purchases and government grants for manufacturers. Changes in any of these general industry conditions could affect our business and results of operations.

In addition to the general factors affecting the heavy-duty commercial NEV market, our business and results of operations are also affected by specific factors, including the following major factors.

Our ability to attract new customers andgrow our customer base

We intend to continue to enhance customer acquisition and accelerate the commercialization of our vehicles by deepening engagement with industry-leading corporate customers and providing tailored services. We plan to routinely communicate with industry customers to keep ourselves informed of their evolving business needs and develop vehicle models and features accordingly. Leveraging our hydrogen production capability, we also plan to assist our customers with energy supply and customize energy solutions for our customers. We believe such tailored product and service offerings will increase customer stickiness and expand our existing customer base. In addition, we plan to expand to broader regions across China to reach new prospective customers, by opening direct stores and developing more sales partners to serve as on-the-ground outposts for customer outreach. Moreover, we will provide professional one-on-one after-sales support to our major customers to ensure the optimal customer experience.

Our competitiveness and continued expansionof our heavy-duty commercial NEV portfolio

Competition in the heavy-duty commercial NEV industry is intense and rapidly evolving. We believe the impact of new regulatory requirements for vehicle emissions, technological advances, as well as shifting customer needs and expectations are causing the industries to evolve in the direction of zero-emission solutions. Our ability to periodically introduce new NEV models will be an important contributor to our future growth. We have launched three NEVs, including Dragon King, Galaxy II and Q-truck, and we plan to continuously introduce new models to expand our product portfolio and customer base. We expect our revenue growth to be driven in part by the continued expansion of our vehicle portfolio.

Our ability to control costs and expensesand enhance operational efficiency

Our results of operations have been, and will continue to be, affected by our ability to control costs and expenses and enhance our operational efficiency. We cooperate seamlessly with suppliers who have been in the industry for more than 10 years and have our bargaining power over the pricing. Cost-effectiveness is the key to our operational management and profitability. Research and development expenses have historically represented a large portion of our total costs and expenses, consisting primarily of service fees paid to third-party professional technology developers. General and administrative expenses and selling and marketing expenses are important components of our costs. As our business grows, we aim to further improve our operational efficiency by developing technologies and infrastructure across different business functions. We expect to achieve greater operating leverage and increase the productivity of our personnel, allowing us to acquire customers and suppliers more cost-effectively and achieve higher operational efficiency.

Results of Operations

The following tables set forth a summary of our consolidated results of operations, in absolute amount and as a percentage of our revenues for the six months ended December 31, 2024 and 2023, and for the fiscal years ended June 30, 2024 and 2023. This information should be read together with our consolidated financial statements, unaudited condensed consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus. The results of operations in any period are not necessarily indicative of the results that may be expected for any future period.

	For the fiscal years ended June 30,										For the six months ended December 31,
	2024					2023					2024					2023
	US		%			US		%			US		%			US		%
Revenues				100.0					100.0					100.0					100.0
Cost of revenues		)		(91.2	)		)		(181.6	)		)		(110.1	)		)		(80.4	)
Gross profit/(loss)				8.8			)		(81.6	)		)		(10.1	)				19.6
Operating expenses:
General and administrative expenses		)		(63.2	)		)		(668.1	)		)		(29.3	)		)		(62.9	)
Research and development expenses		)		(27.8	)		)		(524.6	)		)		(11.8	)		)		(28.3	)
Selling and marketing expenses		)		(10.6	)		)		(259.9	)		)		(2.8	)		)		(14.5	)
Impairment of long-lived assets		)		(3.3	)				-			)		(0.7	)				-
Total operating expenses		)		(104.9	)		)		(1,452.6	)		)		(44.6	)		)		(105.7	)
Loss from operations		)		(96.1	)		)		(1,534.2	)		)		(54.7	)		)		(86.1	)
Other (expenses)/income:
Interest expense, net		)		(6.1	)		)		(34.6	)		)		(2.0	)		)		(5.7	)
Other income, net				4.3					57.7					0.5					6.8
Total other (expenses)/income, net		)		(1.8	)				23.1			)		(1.5	)				1.1
Loss before income tax expense		)		(97.9	)		)		(1,511.1	)		)		(56.2	)		)		(85.0	)
Income tax expenses				-					-					-					-
Net loss		)		(97.9	)		)		(1,511.1	)		)		(56.2	)		)		(85.0	)

All values are in US Dollars.

Key Components of Results of Operations

Revenues

We generate revenues from (1) sales of NEVs and components, (2) provision of vehicle modification services, and (3) leasing of NEVs. The following table sets forth a breakdown of our revenue both in absolute amount and as a percentage of our total revenues for the periods presented:

	For the fiscal years ended June 30,						For the six months ended December 31,
	2024			2023			2024			2023
	US	%		US	%		US	%		US	%
Revenues:
Sales of NEVs and components			100.0			96.3			98.5			100.0
Provision of vehicle modification services			-			-			1.4			-
Leasing of NEVs			-			3.7			0.1			-
Total revenues			100.0			100.0			100.0			100.0

All values are in US Dollars.

Cost of revenues

The following table sets forth a breakdown of our cost of revenues both in absolute amount and as a percentage of our total revenue for the periods presented:

	For the fiscal years ended June 30,						For the six months ended December 31,
	2024			2023			2024			2023
	US	%		US	%		US	%		US	%
Cost of revenues:
Sales of NEVs and components			91.2			173.7			109.7			80.4
Provision of vehicle modification services			-			-			0.4			-
Leasing of NEVs			-			7.9			-			-
Total cost of revenues			91.2			181.6			110.1			80.4

All values are in US Dollars.

Cost of sales of NEVs and components

Our cost of sales of NEVs and components includes costs for vehicle parts, materials, processing charges, labor costs, manufacturing overheads (including depreciation of assets associated with the production) and reserves for estimated warranty expenses. Cost of sales of NEVs and components also includes write-down of the carrying value of the inventories when it exceeds its estimated net realizable value and to provide write-down for inventories that are either obsolete or in excess of forecasted demand.

Cost of provision of vehicle modification services

Our cost of provision of vehicle modification services generally includes cost of parts, materials, labor costs, costs associated with providing after-sales services and depreciation of associated assets used for providing the services.

Cost of leasing of NEVs

Our cost related to leasing of NEVs primarily consists of depreciation of the leased vehicles.

Gross profit/(loss) and gross profit/(loss)margin

The following table sets forth the breakdown of our gross loss and gross loss margin by revenue streams for the periods indicated.

	For the fiscal years ended June 30,								For the six months ended December 31,
	2024			2023					2024					2023
	US	%		US		%			US		%			US	%
Gross profit/(loss):
Sales of NEVs and components			8.8		)		(77.4	)		)		(11.4	)			19.6
Provision of vehicle modification services			-				-					74.2				-
Leasing of NEVs			-		)		(4.2	)				57.6				-
Total gross profit/(loss)			8.8		)		(81.6	)		)		(10.1	)			19.6

All values are in US Dollars.

Operating expenses

Our operating expenses include general and administrative expenses, research and development expenses, selling and marketing expenses and impairment of long-lived assets. The following table sets forth our operating expenses, in absolute amounts and as a percentage of our total revenues for the periods indicated.

	For the fiscal years ended June 30,						For the six months ended December 31,
	2024			2023			2024			2023
	US	%		US	%		US	%		US	%
Operating expenses:
General and administrative expenses			63.2			668.1			29.3			62.9
Research and development expenses			27.8			524.6			11.8			28.3
Selling and marketing expenses			10.6			259.9			2.8			14.5
Impairment of long-lived assets			3.3			-			0.7			-
Total operating expenses			104.9			1,452.6			44.6			105.7

All values are in US Dollars.

General and administrative expenses

Our general and administrative expenses mainly consist of (1) employee compensation, (2) professional service fees, (3) travelling and transportation expenses, (4) provision for credit losses of financial assets, and (5) other expenses related to general and administrative personnel.

Research and development expenses

Our research and development (“R&D”) expenses mainly consist of (1) employee compensation, (2) materials and supplies expenses related to our R&D functions, and (3) depreciation and rental expenses related to our R&D functions.

Selling and marketing expenses

Our selling and marketing expenses mainly consist of (1) employee compensation, (2) marketing and advertising expenses, and (3) depreciation and rental expenses for leased properties related to our marketing functions.

Impairment loss of long-lived assets

If the sum of the expected undiscounted cash flow is less than the carrying amount of the long-lived assets, we would recognize an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the market approach.

Other (expenses)/income, net

Other (expenses)/income consists of interest expenses, net and other income, net. Interest expenses, net mainly consist of interest income and expenses, bank charges and exchange gain or loss. Other income, net primarily consists of government subsidy and gain or loss from disposal of property and equipment.

Taxation

Cayman Islands

We are incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, we are not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholdings tax in the Cayman Islands.

British Virgin Islands

Under the current laws of the British Virgin Islands, entities incorporated in British Virgin Islands are not subject to tax on their income or capital gains.

Hong Kong

According to Tax Amendment No. 3 Ordinance 2018 published by the Hong Kong government, effective April 1, 2018, under the two-tiered profits tax rates regime, the first 2.0 million Hong Kong Dollar (“HKD”) of profits of the qualifying group entity will be taxed at 8.25%, and profits above HKD2.0 million will be taxed at 16.5%. Under Hong Kong tax laws, Scage HK is not taxed on its foreign-sourced income. Additionally, upon payments of dividends from Scage HK to its shareholders, no withholding tax in Hong Kong will be imposed.

PRC

Under the PRC Enterprise Income Tax Law (the “EIT Law”), the standard enterprise income tax rate for domestic enterprises and foreign invested enterprises is 25%. The EIT Law also provides that an enterprise established under the laws of a foreign country or region but whose “de facto management body” is located in the PRC be treated as a resident enterprise for PRC tax purposes and consequently be subject to the PRC income tax at the rate of 25% on its global income. The Implementing Rules of the EIT Law merely define the location of the “de facto management body “as” the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, property, of a non-PRC company is located.” Based on a review of surrounding facts and circumstances, the Group does not believe that it is likely that its operations outside of the PRC should be considered as a resident enterprise for PRC tax purposes for the six months ended December 31, 2024 and 2023.

In accordance with the implementation rules of EIT Laws, a qualified “High and New Technology Enterprise” (“HNTE”) is eligible for a preferential tax rate of 15%. The HNTE certificate is effective for a period of three years. An entity could re-apply for the HNTE certificate when the prior certificate expires. Nanjing Scage Automobile Technology Co., Ltd. obtained its HNTE status in 2021 and enjoyed the preferential tax rate for the period of three years through December 2023. In November 2024, Nanjing Scage Automobile Technology Co., Ltd. renewed the HNTE, which allows it to enjoy a preferential tax rate of 15% for the period of three years through December 2026.

According to Caishui [2019] No.13, [2021] No.12, announcement of the Ministry of Finance and the State Taxation Administration, and [2023] No.12, announcement of the Ministry of Finance and the State Taxation Administration, small, low profit enterprises shall meet three conditions for enjoying preferential tax conditions, including (i) annual taxable income of no more than RMB3 million (US$410,998), (ii) no more than 300 employees, and (iii) total assets of no more than RMB50 million (US$6,849,972).

According to [2021] No.8, announcement of the State Taxation Administration, which became effective on January 1, 2021 and until to December 31, 2022, small, low profit enterprises whose annual taxable income is no more than RMB1 million (US$136,999) is subject to the preferential income tax rate of 2.5% (only 12.5% of such taxable income shall be subject to enterprises income tax at a tax rate of 20%).

According to [2022] No.13, announcement of the Ministry of Finance and the State Taxation Administration, which became effective on January 1, 2022 and until to December 31, 2024, small, low profit enterprises whose annual taxable income exceed RMB1 million (US$136,999) but no more than RMB3 million (US$410,998) are subject to the preferential income tax rate of 5% (only 25% of such taxable income shall be subject to enterprises income tax at a tax rate of 20%).

According to [2023] No.06, announcement of the Ministry of Finance and the State Taxation Administration, which became effective on January 1, 2023 and until to December 31, 2024, small, low profit enterprises whose annual taxable income is no more than RMB1 million (US$136,999) is subject to the preferential income tax rate of 5% (only 25%% of such taxable income shall be subject to enterprises income tax at a tax rate of 20%).

According to [2023] No.12, announcement of the Ministry of Finance and the State Taxation Administration, which became effective on August 2, 2023 and until to December 31, 2027, small, low profit enterprises is subject to the preferential income tax rate of 5% (only 25% of such taxable income shall be subject to enterprises income tax at a tax rate of 20%).

For the six months ended December 31, 2024 and 2023, some PRC subsidiaries are qualified small, low profit enterprises as defined, and thus are eligible for the above preferential tax rates for small, low profit enterprises.

According to [2021] No.13, announcement of the Ministry of Finance and the State Taxation Administration, which became effective from January 1, 2021, an enterprise engaged in manufacturing business and whose main operating revenue accounts for more than 50% of the total revenue, is entitled to claim an additional tax deduction amounting to 100% of the qualified R&D expenses incurred in determining its tax assessable profits for that year. The same tax incentives policy further applies to all enterprises according to [2022] No.16, announcement of the Ministry of Finance, the State Taxation Administration and Ministry of Science and Technology, and [2023] No.7, announcement of the Ministry of Finance and the State Taxation Administration, which became effective from January 1, 2022 and 2023, respectively.

According to [2023] No.7, announcement of the Ministry of Finance and the State Taxation Administration, effective from January 1, 2023 onwards, enterprises engaging in research and development activities are entitled to claim an additional tax deduction amounting to 100% of the qualified R&D expenses incurred in determining its tax assessable profits for that year.

Comparison of Six Months ended December 31,2024 and 2023

Revenues

Our revenues increased significantly from US$3.2 million for the six months ended December 31, 2023 to US$7.1 million for the six months ended December 31, 2024.

Revenues from sales of NEVs and components increased significantly from US$3.2 million for the six months ended December 31, 2023 to US$7.0 million for the six months ended December 31, 2024. The significant increase was primarily attributable to the increase in sales of NEV components, partially offset by the decrease in in sales of NEVs. We sold 24 sets of Artificial-intelligent Robot Transportation (“ART”) components, 54 sets of NEV batteries and six Dragon II for the six months ended December 31, 2024, compared with 43 Q-trucks and one electric tractor truck for the six months ended December 31, 2023.

Revenues from provision of vehicle modification services were US$99,720 and nil for the six months ended December 31, 2024 and 2023. We provide vehicle modification services as ancillary services to purchasers of our vehicles, and therefore, such customer demand may fluctuate.

Revenues from leasing of NEVs were US$6,955 and nil for the six months ended December 31, 2024 and 2023.

Cost of revenues

Our cost of revenues increased significantly from US$2.6 million for the six months ended December 31, 2023 to US$7.9 million for the six months ended December 31, 2024.

Our cost of revenues related to sales of NEVs and components increased significantly from US$2.6 million for the six months ended December 31, 2023 to US$7.8 million for the six months ended December 31, 2024. Such significant increase was primarily attributable to (1) the increase in manufacturing and purchase cost of NEVs and components, which was basically in line with the growth in the sales of NEVs and components, and (2) the increased reserves for estimated warranty costs for corresponding sales during the period; partially offset by the decrease in inventory write-down as a result of decrease in overall inventory level as of December 31, 2024 compared to the same time last year.

Our cost of revenues related to provision of vehicle modification services were US$25,763 and nil for the six months ended December 31, 2024 and 2023, respectively.

Our cost of revenues related to leasing of NEVs were US$2,947 and nil for the six months ended December 31, 2024 and 2023, respectively.

Gross profit/(loss) and gross profit/(loss)margin

As a result of the foregoing, we recorded gross loss of US$0.7 million and gross profit of US$0.6 million for the six months ended December 31, 2024 and 2023, respectively, representing gross loss margin of 10.1% and gross profit margin of 19.6% for the same periods, respectively.

As mentioned in the analysis of cost of revenues, we achieved gross profit for the six months ended December 31, 2023, primarily due to (1) increase of sales and (2) better cost control on the production of Q-trucks, partially offset by the increase in the provision for inventory reserves. We turned to gross loss for the six months ended December 31, 2024, primarily due to (1) lower profit margin in the sales of NEV components, which took up the majority of sales during the second half of 2024, compared with the profit margin in the sales of NEVs; and (2) the increased reserves for estimated warranty costs for corresponding sales during the period.

Operating expenses

Our operating expenses decreased by 7.1% from US$3.4 million for the six months ended December 31, 2023 to US$3.2 million for the six months ended December 31, 2024, primarily due to the following reasons.

General and administrative expenses

Our general and administrative expenses increased by 2.6% from US$2.0 million for the six months ended December 31, 2023 to US$2.1 million for the six months ended December 31, 2024, primarily attributable to (1) an increase of approximately US$0.2 million in professional service fees, such as advisory fees and legal fees related to anticipated closing of Business Combination; and (2) an increase of approximately US$0.1 million in employee compensation, rental expenses and depreciation expense; partially offset by a decrease of US$0.2 million in bad debt expense as a result of reversal of provision for expected credit losses.

Research and development expenses

Our research and development expenses decreased by 8.4% from US$0.9 million for the six months ended December 31, 2023 to US$0.8 million for the six months ended December 31, 2024, primarily attributable to a decrease of US$0.1 million in material fee for research purposes due to the decrease of vehicle models in development.

Selling and marketing expenses

Our selling and marketing expenses decreased by 56.9% from US$0.5 million for the six months ended December 31, 2023 to US$0.2 million for the six months ended December 31, 2023, primarily due to (1) a decrease of US$0.2 million in marketing expenses for brand promotion and customer relationship development; and (2) a decrease of US$0.1 million in employee compensation, depreciation expense and other expenses.

Impairment loss of long-lived assets

Our impairment loss of long-lived assets was US$49,180 and nil for the six months ended December 31, 2024 and 2023, respectively, as we identified events and changes in circumstances that indicated the carrying amount of an asset may no longer be recoverable in the review of long-lived assets impairment, and measured impairment by comparing the carrying value of the long-lived assets to the market price.

Other (expenses)/income, net

Our total other (expenses)/income, net changed from other income, net of US$35 thousand for the six months ended December 31, 2023 to other expenses net of US$0.1 million for the six months ended December 31, 2024.

Our other income, net decreased from US$0.2 million for the six months ended December 31, 2023 to US$39 thousand for the six months ended December 31, 2024, primarily attributable to the decrease in government subsidy and gain from disposal of property and equipment.

Our interest expenses, net mainly consist of interest income and interest expense, bank charges and exchange gain or loss. Our interest expenses, net slightly decreased from US$185 thousand for the six months ended December 31, 2023 to US$141 thousand for the six months ended December 31, 2024 primarily due to a decrease in weighted average interest rates.

Net loss

As a result of the foregoing, our net loss increased by 45.3% from US$2.8 million for the six months ended December 31, 2023 to US$4.0 million for the six months ended December 31, 2024.

Comparison of Fiscal Years ended June 30,2024 and 2023

Revenues

Our revenues increased significantly from US$0.4 million for the fiscal year ended June 30, 2023 to US$6.1 million for the fiscal year ended June 30, 2024.

Revenues from sales of NEVs and components increased significantly from US$0.4 million for the fiscal year ended June 30, 2023 to US$6.1 million for the fiscal year ended June 30, 2024. The significant increase was primarily attributable to bulk orders of Q-trucks from one major customer during 2023. We sold 82 Q-trucks, one Galaxy II high-end version model, and one electric tractor truck for the fiscal year ended June 30, 2024, compared with three Galaxy II models and 10 light passenger EVs for the fiscal year ended June 30, 2023.

Revenues from leasing of NEVs were nil and US$16,290 for the fiscal years ended June 30, 2024 and 2023, respectively, as such lease term of NEVs expired in February 2023.

Cost of revenues

Our cost of revenues increased significantly from US$0.80 million for the fiscal year ended June 30, 2023 to US$5.6 million for the fiscal year ended June 30, 2024.

Our cost of revenues related to sales of NEVs and components increased significantly from US$0.8 million for the fiscal year ended June 30, 2023 to US$5.6 million for the fiscal year ended June 30, 2024, which was generally in line with the growth in the sales of NEVs and components. For the fiscal year ended June 30, 2024, we achieved better cost control on the production of Q-trucks as we gained more bargaining power from supply chain for bulk purchase orders.

Our cost of revenues related to leasing of NEVs were nil and US$34,412 for the fiscal years ended June 30, 2024 and 2023, respectively.

Gross profit/(loss) and gross profit/(loss)margin

As a result of the foregoing, we recorded gross profit of US$0.5 million and gross loss of US$0.4 million for the fiscal years ended June 30, 2024 and 2023, respectively, representing gross profit margin of 8.8% and gross loss margin of 81.6% for the same years, respectively.

As mentioned in the analysis of cost of revenues, we achieved gross profit for the fiscal year ended June 30, 2024, primarily due to (1) increase of sales and (2) better cost control on the production of Q-trucks, partially offset by the increase in the provision for inventory reserves. We expect that our gross margin will improve as the scale of economy of our business increases in accordance with the increase in our vehicle and component sales.

Operating expenses

Our operating expenses increased by 0.8% from US$6.4 million for the fiscal year ended June 30, 2023 to US$6.4 million for the fiscal year ended June 30, 2024, primarily due to the following reasons.

General and administrative expenses

Our general and administrative expenses increased by 32.0% from US$2.9 million for the fiscal year ended June 30, 2023 to US$3.9 million for the fiscal year ended June 30, 2024, primarily due to (1) an increase of US$0.7 million in professional service fees, such as operation advisory fees and legal fees for listing; (2) an increase of US$0.3 million in bad debts expenses based on expected credit losses assessment; and (3) an increase of US$0.1 million in travelling and lodging expenses in business development as a result of business expansion; partially offset by a decrease of US$0.1 million in employee compensation as a result of personnel optimization.

Research and development expenses

Our research and development expenses decreased by 26.1% from US$2.3 million for the fiscal year ended June 30, 2023 to US$1.7 million for the fiscal year ended June 30, 2024, primarily attributable to (1) a decrease of US$0.5 million in employee compensation as a result of personnel optimization; and (2) a decrease of US$0.3 million in material and testing fee for research purposes due to the decrease of vehicle models in development; partially offset by a slight increase of US$0.3 million in other expenses related to R&D function such as depreciation and amortization expenses, technical service fees and travelling and lodging expenses to enhance operation efficiency related to R&D functions.

Selling and marketing expenses

Our selling and marketing expenses decreased by 43.0% from US$1.1 million for the fiscal year ended June 30, 2023 to US$0.6 million for the fiscal year ended June 30, 2024, primarily due to (1) a decrease of US$0.2 million in employee compensation as a result of personnel optimization; and (2) a decrease of US$0.2 million in marketing expenses for brand promotion and customer relationship development as we focused more on the bulk order of Q-trucks during the fiscal year 2024.

Impairment loss of long-lived assets

Our impairment loss of long-lived assets were US$0.2 million and nil for the fiscal years ended June 30, 2024 and 2023, respectively, as we identified events and changes in circumstances that indicated the carrying amount of an asset may no longer be recoverable in the review of long-lived assets impairment, and measured impairment by comparing the carrying value of the long-lived assets to the market price.

Other (expenses)/income, net

Our total other (expenses)/income, net changed from other income, net of US$0.1 million for the fiscal year ended June 30, 2023 to other expenses, net of US$0.1 million for the fiscal year ended June 30, 2024.

Our other income, net slightly increased from US$253 thousand for the fiscal year ended June 30, 2023 to US$264 thousand for the fiscal year ended June 30, 2024, primarily attributable to the increase of loss from disposal of property and equipment.

Our interest expenses, net mainly consist of interest income and interest expense, bank charges and exchange gain or loss. Our interest expenses, net increased from US$0.2 million for the fiscal year ended June 30, 2023 to US$0.4 million for the fiscal year ended June 30, 2024, primarily due to the increase in interest expenses as a result of the addition of short-term loans during the fiscal year ended June 30, 2024.

Net loss

As a result of the foregoing, our net loss decreased by 9.6% from US$6.6 million for the fiscal year ended June 30, 2023 to US$6.0 million for the fiscal year ended June 30, 2024.

Liquidity and Capital Resources

In assessing our liquidity, we monitor and analyze our cash on-hand. To date, we have financed our working capital requirements from cash flow from operations, equity financings and capital contributions from our existing shareholders.

We incurred net loss of US$4.0 million, US$6.0 million and US$6.6 million in the six months ended December 31, 2024, and in the fiscal years ended June 30, 2024 and 2023, respectively. Net cash used in operating activities was approximately US$1.7 million, US$6.2 million and US$4.9 million in the six months ended December 31, 2024, and in the fiscal years ended June 30, 2024 and 2023, respectively. Our working capital deficit was approximately US$7.3 million, US$4.1 million and US$1.2 million as of December 31, 2024, June 30, 2024 and 2023, respectively. We had cash and restricted cash of US$0.7 million, US$2.0 million and US$1.1 million as of December 31, 2024, June 30, 2024 and 2023, respectively. The accumulated deficit amounted to US$31.2 million, US$27.3 million and US$19.6 million as of December 31, 2024, June 30, 2024 and 2023, respectively. We have incurred, and expect to continue to incur, significant costs and negative cash flows during our business expansion.

These conditions raised substantial doubts about our ability to continue as a going concern. Our liquidity is based on our ability to generate cash from operating activities, obtain capital financing from equity interest investors and borrow funds from financial institutions. Our ability to continue as a going concern is dependent on management’s ability to successfully execute business plan, which includes generating revenue while controlling operating cost and expenses to generate positive operating cash flows and obtaining funds from outside financing sources to generate positive financing cash flows. We intend to pursue private financing of debt or equity. There can be no assurances, however, that the current operating plan will be achieved or that additional funding will be available on terms acceptable to us, or at all. If we are unable to obtain sufficient cash flows and funding, we may have to delay our development efforts and limit activities, which could adversely affect our business and financial performance.

Our future capital requirements depend on many factors including our growth rate, the continuing market acceptance of our offerings, the timing and extent of spending in research and development our efforts to strengthen our services abilities, the expansion of sales and marketing activities, and the expansion and penetration of our business into different geographies and markets. We may, however, need additional cash resources in the future if we experience changes in business conditions or other developments, or if we find and wish to pursue opportunities for investment, acquisition, capital expenditure or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. Our obligation to bear credit risk for certain financing transactions we facilitate may also strain our operating cash flow.

Cash Flows

The following table sets forth a summary of our cash flows for the periods presented.

	For the Year Ended June 30,				For the <br>Six Months <br>Ended December 31,
	2024		2023		2024
	US		US		US
Net cash used in operating activities		)		)		)
Net cash used in investing activities		)		)		)
Net cash provided by financing activities
Effect of exchange rate changes		)		)
Net increase/(decrease) in cash and restricted cash						)
Cash and restricted cash, at beginning of the period
Cash and restricted cash, at end of the period

All values are in US Dollars.

Operating activities

Our net cash used in operating activities was US$1.7 million for the six months ended December 31, 2024, which was primarily attributable to a net loss of US$4.0 million, as adjusted for (1) certain non-cash items, primarily including reserve for warranty costs of US$0.3 million, depreciation of property and equipment of US$0.2 million, inventory write-down of US$0.1 million and amortization of right-of-use assets of US$0.1 million; and (2) changes in working capital that negatively affected the cash flow from operating activities, primarily including an increase in accounts receivable of US$4.1 million mainly due to the increased sales of NEV components; an increase in prepaid expenses and other current assets of US$0.2 million mainly due to the increased advances for services; partially offset by (3) changes in working capital that positively affected the cash flow from operating activities, primarily including an increase in accounts payable of US$5.9 million mainly due to the increased payables to suppliers which was basically in line with the increased sales, and an increase in accrued expenses and other payables of US$0.1 million due to the increased professional service fees payable.

Our net cash used in operating activities was US$6.2 million for the fiscal year ended June 30, 2024, which was primarily attributable to a net loss of US$6.0 million, as adjusted for (1) certain non-cash and items, primarily including inventory write-down of US$0.9 million, depreciation of property and equipment of US$0.5 million and provision of credit losses of US$0.3 million; and (2) changes in working capital that negatively affected the cash flow from operating activities, primarily including an increase in accounts receivable of US$2.0 million mainly due to the increased sales of NEVs; a decrease in contract liabilities of US$0.6 million due to the decrease of advances received from customers; a decrease in accounts payable of US$0.2 million due to timely payments for purchase of inventories; and a decrease in operating lease liabilities of US$0.2 million due to the increase of lease payments; partially offset by (3) changes in working capital that positively affected the cash flow from operating activities, primarily including a decrease in inventories of US$0.5 million due to better inventories turnover as a result of the increased sales; and an increase in amounts due to related parties of US$0.1 million due to the increased operating expenses payable to related parties.

Our net cash used in operating activities was US$4.9 million for the fiscal year ended June 30, 2023, which was primarily attributable to a net loss of US$6.6 million, as adjusted for (1) certain non-cash items, primarily including depreciation and amortization of US$0.5 million, amortization of right-of-use asset of US$0.2 million and inventory write-down of US$0.2 million; and (2) changes in working capital that negatively affected the cash flow from operating activities, primarily including: an increase in inventories of US$1.7 million, mainly due to the increased level of inventory stock for positive forecast of upcoming sales; a decrease in lease liabilities of US$0.2 million, due to increase of lease payments; partially offset by (3) changes in working capital that positively affected the cash flow from operating activities, primarily including an increase in accrued expenses and other current liabilities of US$1.7 million due to the increase in accrued employee payroll and welfare benefits as the result of business expansion; and an increase in contract liabilities of US$1.2 million due to the increases in the contracts signed and advances received from customers.

Investing activities

Our net cash used in investing activities was US$20.6 million for the six months ended December 31, 2024, primarily due to purchase of long-term investments of US$20.0 million, loans to third parties of US$0.7 million, and partially offset by collection of loans to third parties of US$0.1 million.

Our net cash used in investing activities was US$1.6 million for the fiscal year ended June 30, 2024, primarily due to loans to third parties of US$1.8 million.

Our net cash used in investing activities was US$0.2 million for the fiscal year ended June 30, 2023, primarily due to purchase of property and equipment of US$0.2 million.

Financing activities

Our net cash provided by financing activities was US$21.0 million for the six months ended December 31, 2024, primarily due to (1) proceeds from Private Investment in Public Entity (“PIPE”) of US$20.0 million, (2) proceeds from short-term bank loans of US$3.6 million, (3) loans provided by third parties of US$2.0 million, and (4) loans provided by related parties of US$0.6 million; partially offset by (1) repayments of short-term bank loans of US$4.6 million, (2) repayment of loans provided by related parties of US$0.5 million, and (3) payments for listing expenses of US$0.1 million.

Our net cash provided by financing activities was US$8.7 million for the fiscal year ended June 30, 2024, primarily due to (1) proceeds from short-term bank loans of US$12.3 million; (2) contribution from redeemable non-controlling interests of US$2.8 million; (3) proceeds from issuance of convertible redeemable preferred shares, net of issuance costs of US$0.9 million; partially offset by (1) repayments of short-term bank loans of US$6.2 million; (2) payments for listing expenses of US$0.6 million and (3) repayment of loans to related parties of US$0.6 million.

Our net cash provided by financing activities was US$6.2 million for the fiscal year ended June 30, 2023, primarily due to (1) proceeds from short-term bank loans of US$2.4 million; (2) proceeds from issuance of preferred shares, net of issuance costs of US$3.7 million; and (3) loans provided by related parties of US$0.6 million; partially offset by repayments of short-term bank loans of US$0.5 million.

Off-Balance Sheet Commitments and Arrangements

We have not entered into any off-balance sheet financial guarantees or other off-balance sheet commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.

Inflation

Since our inception, inflation in China has not materially affected our results of operations. According to the National Bureau of Statistics of China, the year-over-year percent changes in the consumer price index for 2024 remain relatively stable and slightly increased 0.2% compared to in the consumer price index for 2023. Although we have not been materially affected by inflation in the past, we may be affected if China experiences higher rates of inflation in the future.

Holding Company Structure

PubCo became our holding company following the completion of the Business Combination. PubCo has no material operations of its own. We conduct a substantial majority of our operations through our operating subsidiaries in China. As a result, PubCo’s ability to pay dividends depends largely upon dividends paid by our subsidiaries including our PRC subsidiaries. If our existing PRC subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our subsidiaries in China are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, each of our subsidiaries in China are required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, our subsidiaries in China may allocate a portion of its after-tax profits based on PRC accounting standards to enterprise expansion funds and staff bonus and welfare funds at its discretion, and may allocate a portion of their after-tax profits based on PRC accounting standards to a discretionary surplus fund at their discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. Our PRC subsidiaries did not pay dividends in the six months ended December 31, 2024, and in the fiscal years ended June 30, 2024 and 2023, and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds.

Emerging Growth Company Status

As defined in Section 102(b)(1) of the JOBS Act, PubCo is as an emerging growth company (“EGC”). As such, PubCo is eligible for and intends to rely on certain exemptions and reduced reporting requirements provided by the JOBS Act, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements.

PubCo will remain an EGC until the earliest of (1) the last day of its fiscal year during which it has total annual gross revenues of at least US$1.235 billion; (2) the last day of its fiscal year following the fifth anniversary of the closing of the Business Combination; (3) the date on which PubCo has, during the previous three-year period, issued more than US$1.0 billion in non-convertible debt; or (4) the date on which PubCo is deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if PubCo has been a public company for at least 12 months and the market value of its ADSs that are held by non-affiliates exceeds US$700 million as of the last business day of its most recently completed second fiscal quarter.

Foreign Private Issuer Status

PubCo qualifies as a “foreign private issuer” as defined under SEC rules. Even after PubCo no longer qualifies as an emerging growth company, as long as PubCo continues to qualify as a foreign private issuer under SEC rules, PubCo is exempt from certain SEC rules that are applicable to U.S. domestic public companies, including:

●	the rules requiring domestic filers to issue<br>financial statements prepared under U.S. GAAP;
●	the sections of the Exchange Act regulating<br>the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;
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●	the sections of the Exchange Act requiring<br>insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made<br>in a short period of time;
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●	the rules under the Exchange Act requiring<br>the filing with the SEC of quarterly reports on Form 10-Q containing financial statements and other specified<br>information, and current reports on Form 8-K upon the occurrence of specified significant events; and
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●	the selective disclosure rules by issuers of<br>material nonpublic information under Regulation FD.
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Notwithstanding these exemptions, PubCo will file with the SEC, within four months after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm.

PubCo may take advantage of these exemptions until such time as PubCo is no longer a foreign private issuer. PubCo would cease to be a foreign private issuer at such time as more than 50% of its outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (1) the majority of its executive officers or directors are U.S. citizens or residents, (2) more than 50% of its assets are located in the United States or (3) its business is administered principally in the United States.

Both foreign private issuers and emerging growth companies also are exempt from certain more stringent executive compensation disclosure rules. Thus, even if PubCo no longer qualifies as an emerging growth company, but remains a foreign private issuer, PubCo will continue to be exempt from the more stringent compensation disclosures required of companies that are neither an emerging growth company nor a foreign private issuer.

In addition, because PubCo qualifies as a foreign private issuer under SEC rules, PubCo is permitted to follow the corporate governance practices of Cayman Islands (the jurisdiction in which PubCo is organized) in lieu of certain Nasdaq corporate governance requirements that would otherwise be applicable to PubCo. For example, PubCo is not required to (1) have a majority of the board consisting of independent directors, (2) have an audit committee be composed of at least three members, or (3) have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors. PubCo intends to rely on some of these exemptions, and as a result, PubCo’s shareholders may not have the same protection afforded to shareholders of U.S. domestic companies that are subject to Nasdaq corporate governance requirements.

If at any time PubCo ceases to be a foreign private issuer, PubCo will take all action necessary to comply with the SEC and Nasdaq Listing Rules.

Internal Control of Financial Reporting

Prior to the Business Combination, Scage International was a private company with limited accounting and financial reporting personnel and other resources to address its internal control over financial reporting. In connection with the audit of the consolidated financial statements of Scage International as of June 30, 2024 and for the fiscal year then ended, and the review of unaudited condensed consolidated financial statements as of December 31, 2024 and for the six months then ended, our management and our independent registered public accounting firm identified deficiencies that represented material weaknesses in our internal control over financial reporting. As defined in the standards established by the Public Company Accounting Oversight Board of the United States, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified relate to: (1) insufficient financial reporting and accounting personnel with appropriate knowledge, skills, and experience in the application of U.S. GAAP and SEC rules to prepare consolidated financial statements and related disclosures completely and accurately; and (2) lack of sufficient controls designed and implemented in IT environment and IT general control activities, which mainly associated with areas of financial system segregation of logical access security, IT service organization and cyber security for the financial systems.

To remedy our identified material weaknesses subsequent to December 31, 2024, we have started adopting measures to improve our internal control over financial reporting, including, among others: (1) hiring more qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and system control framework; (2) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel; and (3) setting up the system control framework to address information technology general controls (“ITGC”) deficiencies.

However, we cannot assure you that we will remediate our material weaknesses in a timely manner. See “Risk Factors—Risks Relating to the PubCo—If PubCo fails to maintain an effective system of internal control over financial reporting, it may be unable to accurately report its financial results or prevent fraud, and investor confidence in PubCo and the market price of its securities may be adversely affected” in the Form F-4, which is incorporated herein by reference.

Following the completion of the Business Combination, we have become a public company in the U.S. and subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act requires that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ended June 30, 2025.

As a company with less than US$1.235 billion in revenue for its last fiscal year, PubCo qualifies as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting. Once we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting.

Contingencies

From time to time, we may become involved in litigation relating to claims arising in the ordinary course of the business. There are no claims or actions pending or threatened against us that, if adversely determined, would in our judgment have a material adverse effect on us.

Capital Expenditures

Our capital expenditures were mainly used for the acquisition of property and equipment which consisted primarily of mold and tooling as well as research and development equipment. We recorded capital expenditures of US$5,436, US$51,292 and US$166,170 in the six months ended December 31, 2024, and in the fiscal years ended June 30, 2024 and 2023, respectively. We expect our capital expenditures to continue to be significant in the foreseeable future as we expand our business, and that our level of capital expenditures will be significantly affected by user demand for our products and services. We have limited historical data on the demand for our products and services as a result of our limited operating history. Therefore, our future capital requirements may be uncertain and actual capital requirements may be different from those we currently anticipate. To the extent the proceeds of securities we have issued and cash flows from our business activities are insufficient to fund future capital requirements, we may need to seek equity or debt financing. We will continue to make capital expenditures to support the expected growth of our business.

Contractual Obligations

The following table sets forth our contractual obligations as of December 31, 2024:

	Payment due by schedule
	Less than<br>1 year	1 – 3<br><br> year		More than<br><br> 3 years		Total
	US
Operating leases			-		-		224,198
Bank borrowings			-		-		7,397,970
Loans from third parties			2,000,000		-		2,000,000
Loans from related parties			-		-		332,503

All values are in US Dollars.

Operating lease agreements represented non-cancellable operating leases for our office space. Other than those shown above, we did not have any other significant capital commitments, purchase commitments, long-term obligations or guarantees as of December 31, 2024.

Critical Accounting Policies

The critical accounting policies and judgments that we believe to have the most significant impact on our consolidated financial statements are as described below, which should be read in conjunction with our consolidated financial statements and accompanying notes and other disclosures included in this prospectus. When reviewing our financial statements, you should consider:

●	our selection of critical accounting policies;
●	the judgments and other uncertainties affecting<br>the application of such policies;
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●	the sensitivity of reported results to changes<br>in conditions and assumptions.
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Our critical accounting policies and practices include the following: (1) revenue recognition, (2) expected credit losses, (3) inventories, (4) income taxes, (5) warranty liabilities and (6) impairment of long-lived assets. See “Note 2—Summary of Significant Accounting Policies” to our consolidated financial statements for the disclosure of these accounting policies.

Critical accounting estimates

We prepare our consolidated financial statements in accordance with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. We continually evaluate these judgments and estimates based on our own experience, knowledge and assessment of current business and other conditions, and our expectations regarding the future based on available information and assumptions that we believe to be reasonable. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.

We consider an accounting estimate to be critical if: (a) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (b) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. We believe the following accounting estimates involve the most significant judgments used in the preparation of our financial statements: (1) provision for expected credit losses, (2) estimates for inventory write-down, (3) warranty reserve.

Provision of allowance for expected creditlosses

On July 1, 2023, we adopted ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement on Credit Losses on Financial Instruments”, including certain subsequent amendments, transitional guidance and other interpretive guidance within ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11, ASU 2020-02 and ASU 2020-03 (collectively, including ASU 2016-13, “ASC 326”). ASC 326 introduces an approach based on expected losses to estimate the allowance for credit losses, which replaces the previous incurred loss impairment model. We use aging schedule method in the current expected credit loss model (“CECL model”) to estimate the expected credit losses. Our estimation of allowance for credit losses considers factors such as historical credit loss experience, age of receivable balances, current market conditions, reasonable and supportable forecasts of future economic conditions, in combination with assessing receivable collectability on an individual basis, and applying current situation adjustment. If business or economic conditions change, estimates and assumptions may be adjusted as deemed appropriate. Historically, actual required adjustments have not varied materially from estimated amounts. We conclude that there is no impact over the initial adoption of CECL model, which should be treated as cumulative-effect adjustment on accumulated deficits as of July 1, 2023. We recorded reversal of provision for expected credit losses of US$36,801, and provision of allowance for expected credit losses of US$0.3 million and US$38,943 for financial assets during the six months ended December 31, 2024, and the fiscal years ended June 30, 2024 and 2023, respectively.

Estimates for inventory write-down

Inventories, primarily consisting of raw materials, work in progress and finished goods, are stated at the lower of cost or net realizable value, with net realized value represented by estimated selling prices in the ordinary course of business, less reasonably predictable costs of disposal and transportation. Cost of inventory is determined using the weighted average cost method. Inventories are written down to estimated net realizable value, which could be impacted by certain factors including historical usage, expected demand, anticipated sales price, new product development schedules, product obsolescence, and other factors. If business or economic conditions change, estimates and assumptions may be adjusted as deemed appropriate. Historically, actual required adjustments have not varied materially from estimated amounts. Inventory write-downs of US$93,451, US$0.9 million and US$0.2 million were recorded during the six months ended December 31, 2024, and the fiscal years ended June 30, 2024 and 2023, respectively.

Warranty reserve

We provided a manufacturer’s standard warranty on all vehicles and components sold. We accrued a warranty reserve for the vehicles sold by us, which included our best estimate of the future costs to be incurred in order to repair or replace items under warranties and recalls when identified. These estimates were made based on actual claims incurred to date and an estimate of the nature, frequency and magnitude of future claims with reference made to the past claim history. These estimates are inherently uncertain given our relatively short history of sales, and changes to our historical or projected warranty experience may cause material changes to the warranty reserve in the future. Warranty expense is recorded as a component of cost of sales in the consolidated statements of operations and comprehensive loss. Warranty reserve of US$0.4 million, US$0.1 million and US$25,597 were recorded as of December 31, 2024, and as of June 30, 2024 and 2023, respectively.

Quantitative and Qualitative Disclosures aboutMarket Risk

Credit risk

Credit risk is controlled by the application of credit approvals, limits and monitoring procedures. We manage credit risk through in-house research and analysis of the worldwide economy and the underlying obligors and transaction structures. We consider many factors in assessing the collectability of our receivables, such as the age of the amounts due, the customer’s payment history, credit-worthiness and other specific circumstances related to the accounts.

Interest rate risk

We are exposed to interest rate risk on our interest-bearing assets and liabilities. As part of our asset and liability risk management, we review and take appropriate steps to manage our interest rate exposures on our interest-bearing assets and liabilities. We have not been exposed to material risks due to changes in market interest rates, and not used any derivative financial instruments to manage the interest risk exposure for six months ended December 31, 2024, and the fiscal years ended June 30, 2024 and 2023.

Liquidity Risk

We are exposed to liquidity risk. We have managed this liquidity risk by arranging for long-term credit facilities with the banks, seeking financial support from shareholders, or issuing convertible debts, to ensure that our outstanding loans and debts will be repaid and that we are able to roll out our NEV business and expansion initiatives.

Foreign Exchange Risk

Our functional currency is Renminbi and reporting currency is U.S. dollars. We are exposed to foreign exchange risk in respect of our operating activities, including the import of some supplies and components used in the manufacture of our NEVs, including the chassis, powertrain, and electrical and electronic parts. Our exposure to foreign exchange risk will increase when revenue from the sales of NEVs and the provision of related services in other markets other than PRC, which are denominated in foreign currencies, contribute to a greater share of our revenue.

Recently Adopted or Issued Accounting Pronouncements

Our management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. See Note 2(z) to our consolidated financial statements as of and for the fiscal years ended June 30, 2024 and 2023, and Note 2(o) to our unaudited condensed consolidated financial statements for the six months ended December 31, 2024, included elsewhere in this proxy statement/prospectus.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Executive Officers

The following table sets forth information regarding our directors and executive officers as of the date of this Report. The business address our directors and executive officers is 2F, Building 6, No. 6 Fengxin Road, Yuhuatai District, Nanjing City, Jiangsu Province, 210012, China.

Name	Age	Position
Chao Gao	41	Chairman and Chief Executive Officer
Yuanchi Guo	33	Director
Ziqian Guan	35	Director
Qiuliang Peng	39	Independent Director
Kevin Chen	46	Independent Director
Calvin Kung	39	Independent Director
Yixian Wang	40	Independent Director
Yu Xiang	41	Chief Financial Officer

Mr. Chao Gao is the founder of Scage International and has served as the chairman of Nanjing Scage since November 2021. He has also served as the chairman and chief executive officer of Scage Future since its inception. He served as the executive vice president at Nanjing Yueboo Power System Co., Ltd. (“Nanjing Yueboo”) (SHE: 300742), from April 2012 to September 2019. Mr. Gao received a bachelor’s degree in aircraft power engineering in 2005 and received a master’s degree in vehicle engineering in 2018 from Nanjing University of Science and Technology.

Mr. Yuanchi Guo has served as a director of Nanjing Scage since March 2021. He has also served as a director of Scage Future since the Closing. Mr. Guo is experienced at capital raising and financing, and he served as an investment director at Nextview Capital from 2018 to 2021, where he focused on angel investments and merger and acquisition businesses. Mr. Guo received his bachelor’s degree in finance in 2014 from University of Toronto and a master’s degree in finance in 2018 from Harvard University.

Mr. Ziqian Guan has served as the executive vice president of Nanjing Scage since November 2021. He has also served as a director of Scage Future since the Closing. He served as the procurement director at Nanjing Yueboo from April 2012 to September 2019. Mr. Guan received an associate degree in e-commerce in 2015 from Jiangsu United Institute of Technology.

Mr. Qiuliang Peng has served as an independent director of Scage Future since the Closing. He has also served as the vice president of the Risk Operations and Portfolio Management department at the Canadian Western Bank since February 2023. He has also been a member of the Faculty and the Strategic Planning Committee of the Master of Mathematical Finance program at the University of Toronto since January 2013, as well as a managing director of the University of Toronto RiskLab since September 2016. From January 2019 to January 2023, he served as the vice president at the Wyth Financial. From January 2019 to January 2008, he served multiple positions, including a senior specialist and a senior manager, at the Office of the Superintendent of Financial Institutions. From January 2008 to January 2005, he was the head of enterprise economic capital group at TD Bank Financial Group. Mr. Peng received his bachelor’s degree in mathematics from Beijing Normal University in 1991. He obtained a master’s degree in applied mathematics from Chinese Academy of Sciences in 1994 and a master’s degree in applied statistics and actuarial sciences from University of Toronto in 2001. Mr. Peng received his Ph.D. in applied mathematics from University of Alberta in 1998. Mr. Peng has been a Chartered Financial Analyst since 2004.

Mr. Kevin Chen has served as an independent director of Scage Future since the Closing. He is currently the chief economist and CIO of Horizon Financial and the chairman and CEO of Edoc Acquisition Corporation. He also serves as the adjunct associate professor at New York University and a guest speaker at Harvard University, Fordham University, Pace University, and IESE Business School. He served as the senior portfolio manager at Credit Agricole and Amundi Asset Management from August 2008 to October 2011. Prior to that, he was the director of asset allocation at Morgan Stanley from August 2004 to August 2008 and a manager at China Development Bank from September 1998 to August 2000. He obtained a bachelor’s degree in economics from the Renmin University of China in 1998, a master’s degree in finance from Tilburg University in the Netherlands in 2001 and a doctor’s degree in finance from the University of Lausanne in 2004.

Mr. Calvin Kung has served as an independent director of Scage Future since the Closing. He served as Chairman of the Finnovate Board and Chief Executive Officer of Finnovate from May 2023 to June 2025. Mr. Kung served as a senior director at GDS Holdings Limited, a developer and operator of data centers in China and Southeast Asia from June 2020 to March 2023. During his tenure at GDS, Mr. Kung coordinated its secondary listing on the Hong Kong Stock Exchange, the release of its sustainability strategy, and its application for a Singapore development license. He assisted with other projects at GDS across operations, finance, legal and investor relations. From February 2017 to June 2020, Mr. Kung was director at RADII, a media and marketing platform. Prior to RADII, Mr. Kung worked as a corporate attorney in Beijing and New York. He began his career in credit research at Goldman Sachs & Co. in New York. Mr. Kung received a bachelor’s degree from Duke University and Juris Doctor from Northwestern University.

Mr. Yixian Wang has served as an independent director of Scage Future since the Closing. He is an investment manager and financial advisor. Since 2014, Mr. Wang has participated in investment projects across industries. Representative projects include Qihoo 360, WeDoctor Group, Didi Chuxing, and Shandong Tianye. He has also managed real estate and urban renewal funds in China’s first tier cities. From 2009 to 2014, Mr. Wang served as Assistant Vice President at China Construction Bank International’s Investment Banking Department, responsible for large-scale mergers and acquisitions and capital markets projects. From 2007 to 2009, Mr. Wang worked at J.P. Morgan and UBS Securities. Mr. Wang obtained a Bachelor of Science degree from University College London.

Ms. Yu Xiang has served as the chief financial officer of Scage International and Scage Future since November 2023. She has been the founding partner of Guangzhou Tuoyuan Enterprise Consulting Co., Ltd. since March 2023, where she focused on providing commercial and financial consulting service for PRC companies. Ms. Xiang has been the partner of Guangzhou Jingtian Enterprise Management Consulting Service Co., Ltd. since January 2021. Prior to that, Ms. Xiang was managing director at Marcum Bernstein & Pinchuk LLP from April 2008 to October 2020 and senior auditor at PricewaterhouseCoopers ZhongTian LLP from October 2005 to April 2008. Ms. Xiang received a bachelor’s degree in management studies from Nanjing Audit University in 2005 and is currently a member of the American Institute of Certified Public Accountants as well as a fellow member of the Association of Chartered Certified Accountants.

Employment agreements and indemnificationagreements

We have entered into employment agreements with each of our executive officers immediately prior to the consummation of the Business Combination. Under these agreements, each of our executive officers is employed for a five-year period. We may terminate an executive officer’s employment for cause, at any time, without notice or remuneration, for certain acts of the officer, including but not limited to incapacity to fulfill job responsibilities, breach of internal procedures or regulations which cause material damage to PubCo or breach of obligation of confidentiality.

An executive officer may terminate his/her employment at any time with 30 days prior written notice.

Each executive officer has agreed to hold, both during and after the employment agreement expires or is earlier terminated, in strict confidence and not to use, except for our benefit, any confidential information of PubCo. In addition, all of our executive officers have agreed to be bound by the non-competition agreements entered into between such executive officers and PubCo.

In addition, we have entered into indemnification agreements with our directors and executive officers. Under these indemnification agreements, we have agreed to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of them being our directors or executive officers.

B. Compensation

In the fiscal year ended June 30, 2024, the aggregate cash compensation paid by Scage International to directors and executive officers was approximately RMB1.2 million (US$0.2 million). This amount consisted only of cash and did not include any share-based compensation or benefits in kind. Each of Scage International’s directors and officers is entitled to reimbursement for all necessary and reasonable expenses properly incurred in the course of employment or service. Scage International pays or sets aside amounts for pension, retirement or other benefits for its directors and officers, pursuant to a PRC government-mandated multi-employer defined contribution plan.

As of the date of this Report, we have not paid compensation to our executive officers and directors.

C. Board Practices

Board composition

The primary responsibility of the Board is to provide oversight, strategic guidance, counseling and directions to the PubCo’s management. PubCo’s Board consists of seven directors upon the consummation of the Business Combination. Mr. Chao Gao serves as Chairman of the Board. The Board will meet on a regular basis and additionally as required.

Pursuant to our amended and restated memorandum and articles of association following the consummation of the Business Combination (“A&R MAA”), we may by an ordinary resolution appoint any person to be a director, and the board may, by the affirmative vote of a simple majority of the remaining director(s) 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. A director may be removed from office by an ordinary resolution, notwithstanding anything in the A&R MAA or in any agreement between us and such director (but without prejudice to any claim for damages under such agreement). A vacancy on the board created by the removal of a director under the previous sentence may be filled by an ordinary resolution or by the affirmative vote of a simple majority of the remaining director(s) present and voting at a board meeting. The office of director shall be vacated if, among other things, the director (1) dies, or becomes bankrupt or makes any arrangement or composition with his creditors; (2) is found to be or becomes of unsound mind, (3) resigns his office by notice in writing to the company, or (4) without special leave of absence from our board, is absent from three consecutive board meetings and our directors resolve that his office be vacated.

Board oversight of risk

One of the core functions of the Board is to be informed to oversee our risk management process. We do not anticipate having a standing risk management committee, but rather anticipate administering this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight.

Committees of the Board of Directors

Upon the consummation of the business combination, the Board has established an audit committee, a compensation committee, and a nominating and corporate governance committee. The Board has adopted a charter for each of the committees, which comply with the applicable requirements of current Nasdaq rules. The charter of each committee are available on our website.

Audit Committee

Upon the effectiveness of the consummation of business combination, we have established an audit committee of the board of directors. Mr. Kevin Chen, Mr. Qiuliang Peng and Mr. Chao Gao serve as members of the audit committee. Each of Mr. Kevin Chen of Mr. Qiuliang Peng is “independent” in accordance with applicable law, including the rules of Nasdaq and the more rigorous SEC independence requirements for audit committee members set forth in Rule 10A-3 under the Exchange Act, as determined by the Board after consideration of all factors determined to be relevant rules and regulations of Nasdaq and the SEC. Each member of the audit committee can read and understand fundamental financial statements in accordance with Nasdaq audit committee requirements.

Mr. Qiuliang Peng serves as chairman of the audit committee. Each member of the audit committee meets the financial literacy requirements of Nasdaq listing standards, and our board of directors has determined that Mr. Kevin Chen qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

The purpose of the audit committee will be to assist our board of directors in overseeing and monitoring:

●	the quality and integrity of our financial statements;
●	internal control over financial reporting and<br>disclosure controls and procedures;
---	---
●	our compliance with legal and regulatory requirements;
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●	our independent registered public accounting<br>firm’s qualifications and independence;
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●	the performance of our internal audit function;<br>and
---	---
●	the performance of our independent registered<br>public accounting firm.
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Compensation Committee

Upon the effectiveness of the consummation of Business Combination, we have established a compensation committee of the board of directors. Mr. Kevin Chen, Mr. Qiuliang Peng and Mr. Chao Gao serve as members of our compensation committee. Each of Mr. Kevin Chen and Mr. Qiuliang Peng is independent. Mr. Chao Gao serves as chair of the compensation committee.

The purpose of the compensation committee is to assist our board of directors in discharging its responsibilities relating to:

●	reviewing and approving our compensation program<br>and compensation of our executive officers and directors;
●	monitoring our incentive and equity-based compensation<br>plans;
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●	preparing the compensation committee report under<br>the rules and regulations of the SEC;
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●	reviewing and evaluating on an annual basis the<br>performance of the compensation committee; and
---	---
●	recommending such changes as deemed necessary<br>with the Board.
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The composition and function of compensation committee comply with all applicable requirements of the Sarbanes-Oxley Act, SEC rules and regulations and Nasdaq’s listing rules, and also future requirements to the extent they become applicable to PubCo.

Nomination and Corporate Governance Committee

Upon the effectiveness of the consummation of Business Combination, we have established a nominating and corporate governance committee of the board of directors. Mr. Kevin Chen, Mr. Qiuliang Peng and Mr. Chao Gao serve on our nominating and corporate governance committee. Each of Mr. Kevin Chen and Mr. Qiuliang Peng is independent. Mr. Chao Gao serves as chairman of the nominating and corporate governance committee.

The primary purposes of our nominating and corporate governance committee will be to assist the board in:

●	screening and recommending individuals to be<br>elected by the Board to fill vacancies and newly created directorships, and the nominees to be elected as directors at any meeting of<br>shareholders, based on, among other things, their independence, character, ability to exercise sound judgment, diversity, age, demonstrated<br>leadership, and relevant skills and experience, including financial literacy, and experience in the context of the needs of the Board.<br>The Committee is committed to actively seeking out highly qualified women and individuals from minority groups to include in the pool<br>from which Board candidates are chosen;
●	identifying individuals qualified to become a<br>new member of the board of directors, consistent with criteria approved by the board of directors;
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●	reviewing the qualifications of incumbent directors<br>to determine whether to recommend them for re-election and selecting, or recommending that the board of directors select, the director<br>nominees for the next annual meeting of shareholders;
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●	identifying members of the board of directors<br>qualified to fill vacancies on any board of directors committee and recommending that the board of directors appoint the identified member<br>or members to the applicable committee;
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●	reviewing and recommending to the board of directors<br>the corporate governance principles applicable to us;
---	---
●	overseeing the evaluation of the board of directors<br>and management; and
---	---
●	handling such other matters that are specifically<br>delegated to the committee by the board of directors from time to time.
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Code of Ethics

We have adopted a new code of business conduct (the “Code of Business Conduct”) that applies to all directors, executive officers and employees. Our Code of Business Conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. Copies of the Code of Business Conduct and charters for each of our board committees will be provided without charge upon request from us and are posted on our website. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our Internet website.

Corporate Governance Guidelines

We have adopted the corporate governance guidelines in accordance with the corporate governance rules of Nasdaq that serve as a flexible framework within which our board of directors and its committees operate. These guidelines cover a number of areas including board membership criteria and director qualifications, director independence, director responsibilities, roles of the Chair of the Board and Chief Executive Officer, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. A copy of our corporate governance guidelines has been posted on our website.

D. Employees

As of December 31, 2024, we had 96 employees, all of whom were located in China. As of the date of this Report, we have not experienced, and do not expect to experience, labor shortages that impact our business. The following table sets forth the number of our employees by function as of December 31, 2024.

Function
Research and development	37	39	%
Sales and marketing	11	11	%
Manufacturing	19	20	%
General and administration	29	30	%
Total	96	100	%

We believe we offer our employees competitive compensation packages and a dynamic work environment that encourages initiative and is based on merit. As a result, we have been able to attract and retain talented personnel and maintain a stable core management team. We believe that we maintain a good working relationship with our employees, and we have not experienced any major labor disputes. None of our employees are represented by a labor union.

As required by PRC regulations, we participate in various government statutory employee benefit plans, including social insurance, namely pension insurance, medical insurance, unemployment insurance, work-related injury insurance and maternity insurance, and housing funds. We are required under PRC law to make contributions to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government regulations from time to time.

We enter into standard labor and confidentiality agreements with all employees and non-compete agreements with our core employees. The non-compete restricted period typically expires two years after the termination of employment.

E. Share Ownership

The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of the date of this Report by:

●	each person known by us to be the beneficial<br>owner of more than 5% of our outstanding Ordinary Shares;
●	each of our officers and directors; and
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●	all our officers and directors as a group.
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The calculations in the table below are based on 72,243,992 Ordinary Shares issued and outstanding as of the date of this Report.

	Number of Ordinary Shares Beneficially Owned
Directors and Executive Officers^(1)^:
Chao Gao^(2)^		45,441,182	62.9	%	62.9	%
Yuanchi Guo^(3)^		3,903,900	5.4	%	5.4	%
Ziqian Guan^(4)^		3,123,110	4.3	%	4.3	%
Kevin Chen		—	—		—
Qiuliang Peng		—	—		—
Calvin Kung		25,000	0.0	%	0.0	%
Yixian Wang		—	—		—
All directors and executive officers as a group:		45,466,182	62.9	%	62.9	%
Principal Stockholders:
Upward Stars Group Limited ^(2)^		45,441,182	62.9	%	62.9	%
Sikaiqi Jiuhe Holdings Limited^(5)^		6,526,579	9.0	%	9.0	%
Victorious Lights Holding Limited^(6)^		5,004,625	6.9	%	6.9	%
Three Action Brothers Limited^(3)^		3,903,900	5.4	%	5.4	%
(1)	Except as indicated otherwise below, the business address of our directors and executive officers is 2F,<br>Building 6, No. 6 Fengxin Road, Yuhuatai District, Nanjing City, Jiangsu Province, 210012, People’s Republic of China.
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(2)	Represents (i) 29,785,174 Ordinary Shares held by Upward Stars Group Limited, a British Virgin Islands<br>company wholly owned by Mr. Chao Gao. The registered office of Upward Stars Group Limited is Start Chambers, Wickham’s Cay II, P.O.<br>Box 2221, Road Town, Tortola, British Virgin Islands; and (ii) 15,656,008 Ordinary Shares that Mr. Chao Gao beneficially owns by virtue<br>of an acting-in-concert agreement. In August 2024, Upward Stars Group Limited, Two Courage Brothers Limited, Three Action Brothers Limited,<br>Victorious Lights Holding Limited, Five Epic Brothers Limited and Four Genuine Brothers Limited entered into an acting-in-concert agreement,<br>which has become effective immediately upon the First Merger. Pursuant to the acting-in-concert agreement, the parties agree to vote on<br>the matters that require action in concert, and if the parties thereof are unable to reach a unanimous opinion in relation to such matters,<br>a decision that is made by Mr. Gao as the sole owner of Upward Stars Group Limited shall be deemed as a decision that is unanimously passed<br>and agreed by the parties and shall be binding on the parties. Therefore, Mr. Gao also beneficially owns (i) 5,004,625 Ordinary Shares<br>held by Victorious Lights Holding Limited, a British Virgin Islands company wholly owned by Mr. Qinghua Zeng; the registered office of<br>Victorious Lights Holding Limited is Start Chambers, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands;<br>(ii) 3,903,900 Ordinary Shares held by Three Action Brothers Limited, a British Virgin Islands company wholly owned by Mr. Yuanchi Guo;<br>the registered office of Three Action Brothers Limited is Start Chambers, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British<br>Virgin Islands; (iii) 3,123,110 Ordinary Shares held by Two Courage Brothers Limited, a British Virgin Islands company wholly owned by<br>Mr. Ziqian Guan; the registered office of Two Courage Brothers Limited is Start Chambers, Wickham’s Cay II, P.O. Box 2221, Road<br>Town, Tortola, British Virgin Islands; (iv) 2,843,596 Ordinary Shares held by Five Epic Brothers Limited, a British Virgin Islands company<br>wholly owned by Ms. Rong Wang; the registered office of Five Epic Brothers Limited is Start Chambers, Wickham’s Cay II, P.O. Box<br>2221, Road Town, Tortola, British Virgin Islands; and (v) 780,777 Ordinary Shares held by Four Genuine Brothers Limited, a British Virgin<br>Islands company wholly owned by Mr. Guobin Zhai; the registered office of Four Genuine Brothers Limited is Start Chambers, Wickham’s<br>Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.
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(3)	See footnote (2).
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(4)	See footnote (2).
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(5)	Sikaiqi Jiuhe Holdings Limited is a British Virgin Islands company wholly owned by Beijing Jiuhe Ruida<br>Venture Capital Partnership L.P. The registered office of Sikaiqi Jiuhe Holdings Limited is Start Chambers, Wickham’s Cay II, P.O.<br>Box 2221, Road Town, Tortola, British Virgin Islands.
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(6)	See footnote (2).
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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

See “Item 6. Directors, Senior Management and Employees—E. Share Ownership.”

B. Related Party Transactions

Employment agreements and indemnificationagreements

See “Item 6. Directors, Senior Management and Employees—A. Directors and Executive Officers—Employment Agreements and Indemnification Agreements.”

Other related party transactions

The following table sets forth significant related party transactions of Scage International during the periods indicated.

		For the six months ended
		December 31,
Related parties	Nature	2024	2023
		(US)
Mr. Chao Gao	Proceeds of loans from a related party			—
	Repayments of loan borrowed from a related party			250,183
Mr. Jimin An	Expenses paid on behalf of the Company by a related party			—
	Advance to a related party for daily operation			53,907
	Proceeds of loans from a related party			—
	Repayments of a loan from/to a related party			—
	Collection of advance to a related party for daily operation			249,160
Mr. Ziqian Guan	Reimbursement for expenses paid on behalf of the Company by a related party			54,512
	Expenses paid on behalf of the Company by a related party			91,804

All values are in US Dollars.

The following table sets forth significant related party transactions of Scage International during the fiscal years indicated.

		For the years ended <br>June 30,
Related parties	Nature	2024	2023
		(US)
Mr. Chao Gao	Repayments of loan borrowed from a related party			—
	Proceeds of loans from a related party			632,766
Mr. Jimin An	Collection of loan previously lent to a related party			—
	Proceeds of loans borrowed from a related party			—
	Repayments of loan borrowed from a related party			—
	Expenses paid on behalf of the Company by a related party			27,405
	Reimbursement to a related party for expenses paid on behalf of the Company			—
Mr. Ziqian Guan	Expenses paid on behalf of the Company by a related party			44,290
	Reimbursement to a related party for expenses paid on behalf of the Company			—
	Advance to a related party for daily operation			—
Nanjing Feiqizhi Logistics Technology Co., Ltd.	Payment for purchases to a related party			—
	Collection of rent to a related party			—
	Rent to a related party			16,290
	Purchase from a related party			1,782
Mr. Yuanchi Guo	Expenses paid on behalf of the Company by a related party			—
Mr. Linfang Dong	Borrowing from a related party			—
	Repayment of the loan			11,505
Scage Future	Advance to related parties for daily operation			—

All values are in US Dollars.

As of December 31, 2024 and June 30, 2024 and 2023, Scage International had amounts due from related parties of US$45.0 thousand, US$39.5 thousand and US$280.6 thousand, respectively, and amounts due to related parties of US$339.4 thousand, US$238.9 thousand and US$638.1 thousand, respectively.

C. Interests of Experts and Counsel

Not Applicable.

ITEM 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

See Item 18 of this Report for our consolidated financial statements and other financial information.

Legal proceedings

From time to time, we may be subject to various legal proceedings and claims that arise in the ordinary course of business. As of the date of this Report, we are not a party to, and we are not aware of any threat of, any legal or administrative proceedings that, in the opinion of our management, are likely to have any material and adverse effect on our business, financial condition, cash-flow or results of operations.

Dividends

The payment of cash dividends by us in the future will be dependent upon the revenues and earnings, if any, capital requirements and general financial condition. Our Board will consider whether or not to institute a dividend policy. It is presently intended that we will retain our earnings for use in business operations and, accordingly, it is not anticipated that our Board will declare dividends in the foreseeable future.

B. Significant Changes

Except as disclosed elsewhere in this Report, we have not experienced any significant changes since December 31, 2024.

ITEM 9. THE OFFER AND LISTING

A. Offer and Listing Details

Our ADSs and Assumed Warrants have been listed on the Nasdaq Stock Market since June 30, 2025 under the symbols “SCAG” and “SCAGW,” respectively. Holders of our ADSS and/or Assumed Warrants should obtain current market quotations for their securities. There can be no assurance that our ADSs and/or Assumed Warrants will remain listed on Nasdaq. If we fail to comply with the Nasdaq listing requirements, our ADSs and the Assumed Warrants could be delisted from Nasdaq. A delisting of our ADSs and the Assumed Warrants will likely affect their liquidity and could inhibit or restrict our ability to raise additional financing.

B. Plan of Distribution

Not applicable.

C. Markets

Our ADSs and Assumed Warrants have been listed on the Nasdaq Stock Market since June 30, 2025 under the symbols “SCAG” and “SCAGW,” respectively.

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A. Share Capital

Our authorized share capital is US$50,000 divided into 500,000,000 shares comprising (1) 400,000,000 Ordinary Shares of US$0.0001 par value each; and (2) 100,000,000 shares of US$0.0001 par value each of such class or classes (however designated) as our board of directors may determine in accordance with the A&R MAA. As of the date of this Report, subsequent to the closing of the Business Combination, there are 72,243,992 Ordinary Shares and 21,737,500 Assume Warrants issued and outstanding.

Certain of our shareholders are subject to lock-up as described in the Form F-4 and in this Report.

B. Memorandum and Articles of Association

We are a Cayman Islands exempted company with limited liability. Our affairs are governed by our A&R MAA, the Companies Act and the common law of the Cayman Islands.

The following includes a summary of the material provisions of the A&R MAA in so far as they relate to the material terms of our Ordinary Shares. The following summary is not complete and is subject to, and is qualified in its entirety by reference to, the provisions of the A&R MAA, which has been filed as Exhibit 1.1 to this Report.

Ordinary Shares

General

All of the issued Ordinary Shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued in registered form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares.

Dividends

Subject to the provisions of the Cayman Companies Act and any rights attaching to any class or classes of shares under and in accordance with the A&R MAA:

●	the directors may declare dividends or distributions<br>out of our funds which are lawfully available for that purpose; and
●	our shareholders may, by ordinary resolution,<br>declare dividends but no such dividend shall exceed the amount recommended by the directors. Subject to the requirements of the Cayman<br>Companies Act regarding the application of a company’s share premium account and with the sanction of an ordinary resolution, dividends<br>may also be declared and paid out of any share premium account.
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Voting rights

Subject to any rights or restrictions as to voting attached to any shares, unless any share carries special voting rights, on a show of hands every shareholder who is present in person and every person representing a shareholder by proxy shall have one vote per Ordinary Share. On a poll, every shareholder who is present in person and every person representing a shareholder by proxy shall have one vote for each share of which he or the person represented by proxy is the holder.

An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of 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 authorized representatives, at a general meeting, while a special resolution requires the affirmative vote of no less than two-thirds of votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy, at a general meeting. A special resolution will be required for important matters such as a change of name or making changes to the A&R MAA.

Directors’ power to issue shares

Subject to the provisions of the Cayman Companies Act and the A&R MAA (including provisions about the redemption and purchase of Ordinary Shares), our board of directors may, in their absolute discretion and without the approval of the shareholders, cause us to (1) allot (with or without confirming rights of renunciation), grant options over or otherwise deal with any unissued shares to such persons, at such times and on such terms and conditions as they may decide; and (2) grant rights over shares or other securities to be issued in one or more classes 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.

Transfer of Ordinary Shares

Subject to any applicable requirements set forth in the A&R MAA and provided that a transfer of Ordinary Shares complies with applicable rules of the exchange, a shareholder may transfer Ordinary Shares to another person by completing an instrument of transfer in a common form or in a form prescribed by the exchange or in any other form approved by the directors, executed:

●	where the Ordinary Shares are fully paid, by<br>or on behalf of that shareholder; and
●	where the Ordinary Shares are partly paid, by<br>or on behalf of that shareholder and the transferee.
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The transferor shall be deemed to remain the holder of an Ordinary Share until the name of the transferee is entered into our register of members.

Where the Ordinary Shares in question are not listed or subject to the rules of the exchange, the board of directors may in its absolute discretion, decline to register any transfer of any Ordinary Share that has not been fully paid up or is subject to a company lien. The board of directors may also decline to register any transfer of any Ordinary Shares unless:

●	the instrument of transfer is lodged with us,<br>accompanied by the certificate (if any) for the Ordinary Shares to which it relates and such other evidence as the board of directors<br>may reasonably require to show the right of the transferor to make the transfer;
●	the instrument of transfer is in respect of only<br>one class of Ordinary Shares;
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●	the instrument of transfer is properly stamped,<br>if required;
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●	the Ordinary Shares transferred are Fully Paid<br>Up (as defined under the A&R MAA) and free of any lien in favour of PubCo;
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●	in the case of a transfer to joint holders, the<br>number of joint holders to whom the Ordinary Share is to be transferred does not exceed four; and
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●	any applicable fee of such maximum sum as the<br>exchange may determine to be payable or such lesser sum as the directors may from time to time require is paid to PubCo in respect thereof.
---	---

If our directors refuse to register a transfer, they shall, within three calendar months after the date on which the instrument of transfer was lodged with us, send to each of the transferor and the transferee notice of such refusal.

The registration of transfers may, after compliance with any notice required of the exchange and on 14 Clear Days (as defined under the A&R MAA)’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register of members closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register of members closed for more than 30 Clear Days in any year.

Liquidation

If the PubCo is wound up, the shareholders may, subject to the A&R MAA and any other sanction required by the Cayman Companies Act, pass a special resolution allowing the liquidator to do either or both of the following:

●	to divide in specie among the shareholders the<br>whole or any part of our assets and, for that purpose, to value any assets and to determine how the division shall be carried out as between<br>the shareholders or different classes of shareholders; and
●	to vest the whole or any part of the assets in<br>trustees for the benefit of shareholders and those liable to contribute to the winding up
---	---

The directors have the authority to present a petition for our winding up to the Grand Court of the Cayman Islands on our behalf without the sanction of a resolution passed at a general meeting.

Calls on Ordinary Shares and forfeitureof Ordinary Shares

Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares. The ordinary shares that have been called upon and remain unpaid are subject to forfeiture.

Redemption of Ordinary Shares

Subject to the provisions of the Cayman Companies Act and other applicable law, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner, including out of any combination of capital, our profits and the proceeds of a fresh issue of shares, as may be determined by the board of directors.

Variations of rights of shares

Whenever the capital of PubCo is divided into different classes of shares, the rights attaching to any class of share (unless otherwise provided by the terms of issue of the shares of that class) may be varied either with the consent in writing of the holders of not less than two-thirds of the issued shares of that class, or with the sanction of a resolution passed by a majority of not less than two-thirds of the holders of shares of the class present in person or by proxy at a separate general meeting of the holders of shares of that class.

Unless the terms on which a class of shares was issued state otherwise, the rights conferred on the shareholder holding shares of any class shall not be deemed to be varied by the creation or issue of further shares ranking pari passu with the existing shares of that class. The rights attached to or otherwise conferred upon the holders of the shares of any class 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.

General meetings of shareholders

General meetings may be convened by a majority of our board of directors. Advance notice of at least five (5) Clear Days is required for the convening of our annual general meeting and any other extraordinary general meeting of our shareholders. A quorum shall consist of the presence (whether in person or represented by proxy) of one or more shareholders holding shares that represent not less than one-third of the outstanding shares carrying the right to vote at such general meeting if PubCo has more than one shareholders.

Inspection of books and records

Holders of Ordinary Shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records (other than copies of our memorandum and articles of association and register of mortgages and charges, and any special resolutions passed by our shareholders).

Changes in capital

We may from time to time by ordinary resolution:

●	increase our share capital by new shares of the<br>amount fixed by that ordinary resolution and with the attached rights, priorities and privileges set out in that ordinary resolution;
●	consolidate and divide all or any of our share<br>capital into shares of larger amount than our existing shares;
---	---
●	convert all or any of our paid-up shares into<br>stock, and reconvert that stock into paid up shares of any denomination;
---	---

●	sub-divide our shares or any of them into shares<br>of an amount smaller than that fixed, so, however, that in the sub-division, the proportion between the amount paid and the amount, if<br>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; or
●	cancel shares which, at the date of the passing<br>of that ordinary resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the<br>amount of the shares so cancelled or, in the case of shares without nominal par value, diminish the number of shares into which our capital<br>is divided.
---	---

Subject to the Cayman Companies Act and to any rights for the time being conferred on the shareholders holding a particular class of shares, our shareholders may, by special resolution, reduce its share capital in any way.

Anti-Takeover Provisions

Some provisions of the A&R MAA may discourage, delay or prevent a change of control of us or management that shareholders may consider favorable, including provisions that:

●	authorize our board of directors to issue preferred<br>shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without<br>any further vote or action by our shareholders; and
●	limit the ability of shareholders to requisition<br>and convene general meetings of shareholders.
---	---

However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under the A&R MAA for a proper purpose and for what they believe in good faith to be in the best interests of us.

C. Material Contracts

Information regarding certain material contracts we entered in connection with the Business Combination is set forth in “Item 4. Information on the Company—A. History and Development of the Company.”

D. Exchange Controls

There are no governmental laws, decrees, regulations or other legislation in the Cayman Islands that may affect the import or export of capital, including the availability of cash and cash equivalents for use by us, or that may affect the remittance of dividends, interest, or other payments by us to non-resident holders of Cayman Islands of our Ordinary Shares. There is no limitation imposed by laws of Cayman Islands or in the A&R MAA on the right of non-residents to hold or vote shares.

For PRC laws relating to exchange controls that are applicable to us and the PRC Subsidiaries, see “Regulations Applicable to Scage International’s Business—Regulations Relating to Foreign Currency Exchange” in the Form F-4, which is incorporated herein by reference.

E. Taxation

The material United States federal income tax consequences of owning and disposing of our securities following the Business Combination are described in the Form F-4 in the sections entitled “U.S. Federal Income Tax Considerations,” which is incorporated herein by reference.

F. Dividends and Paying Agents

We have no current plans to pay dividends. We do not currently have a paying agent.

G. Statement by Experts

The consolidated financial statements of Scage Future as of June 30, 2024 and for the period from July 14, 2023 (inception) through June 30, 2024 included in this Report have been audited by Marcum Asia CPAs LLP, an independent registered public accounting firm as stated in their report (which contains an explanatory paragraph relating to substantial doubt about the ability of Scage Future to continue as a going concern as described in Note 2 to the financial statements) appearing elsewhere in this Report, and are included in reliance on such report given upon such firm as experts in auditing and accounting..

The consolidated financial statements of Scage International as of and for the fiscal years ended June 30, 2024 and 2023 included in this Report have been audited by Marcum Asia CPAs LLP, an independent registered public accounting firm as stated in their report (which contains an explanatory paragraph relating to substantial doubt about the ability of Scage International to continue as a going concern as described in Note 3 to the financial statements) appearing elsewhere in this Report, and are included in reliance on such report given upon such firm as experts in auditing and accounting.

The address of Marcum Asia CPAs LLP is 7 Penn Plaza, Suite 830, New York, NY, 10001, United States.

The financial statements of Finnovate Acquisition Corp. as of December 31, 2024 and for the year then ended, and the adjustments necessary to restate the 2023 segment information and to reflect the adoption of ASU 2023-07, Segment Reporting (Topic 280) to the 2023 segment information, as provided in Notes 2 and 9, included in this Report have been audited by HTL International, LLC, an independent registered public accounting firm, as set forth in their report (which contains an explanatory paragraph relating to substantial doubt about the ability of Finnovate Acquisition Corp. to continue as a going concern as described in Note 1 to the financial statements) appearing elsewhere in this Report, and are included in reliance on such report given upon such firm as experts in auditing and accounting.

H. Documents on Display

We are subject to certain of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,” we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchase and sale of our shares. In addition, we are not required to file reports and financial statements with the U.S. Securities and Exchange Commission (the “SEC”) as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. We also furnish to the SEC, on Form 6-K, unaudited financial information after each of our first three fiscal quarters. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that we file with or furnish electronically with the SEC.

I. Subsidiary Information

Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Credit risk

Interest rate risk

Liquidity Risk

Foreign Exchange Risk

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not required

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not required

ITEM 15. CONTROLS AND PROCEDURES

Not required

ITEM 16. [RESERVED]

Not required

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Not required

ITEM 16B. CODE OF ETHICS

Not required

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not required

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not required

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

None

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

PART III

ITEM 17. FINANCIAL STATEMENTS

See Item 18 of this Report.

ITEM 18. FINANCIAL STATEMENTS

The financial statements of Scage Future as of December 31, 2024 and June 30, 2024 and for the six months ended December 31, 2024 and the period from July 14, 2023 (inception) through June 30, 2024 are filed as part of this Report beginning on page F-2.

The financial statements of Scage International Limited as of June 30, 2024 and 2023 and for the fiscal years then ended and as of December 31, 2024 and for the six months then ended are filed as part of this Report beginning on page F-15.

The financial statements of Finnovate Acquisition Corp. as of December 31, 2024 and 2023 and for the years then ended are filed as part of this Report beginning on page F-94.

The Unaudited Condensed Combined Pro Forma Financial Statements of PubCo are included as Exhibit 15.1 hereto.

ITEM 19. EXHIBITS

EXHIBIT INDEX

Exhibit No.	Description
1.1*	Amended and Restated Memorandum and Articles of Association of Scage Future, as currently in effect
2.1*	Specimen American Depositary Receipt (included in Exhibit 2.2)
2.2*	Deposit Agreement, dated as of June 27, 2025, by and among Scage Future, the depositary named therein, and holders and beneficial owners of American Depositary Shares issued thereunder
2.3	Specimen Ordinary Share Certificate of Scage Future (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form F-4 (File No. 333-281332), as amended, initially filed with the SEC on August 7, 2024)
2.4	Specimen Warrant Certificate of Scage Future (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form F-4 (File No. 333-281332), as amended, initially filed with the SEC on August 7, 2024)
2.5	Assignment, Assumption and Amendment to Warrant Agreement dated October 18, 2024 by and among Finnovate Acquisition Corp., Scage Future and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.11 to the Registration Statement on Form F-4 (File No. 333-281332), as amended, initially filed with the SEC on August 7, 2024)
3.1	Acting-in-concert Agreement (incorporated by reference to Exhibit 4.10 to the Registration Statement on Form F-4 (File No. 333-281332), as amended, initially filed with the SEC on August 7, 2024)
4.1	Business Combination Agreement, dated as of August 21, 2023, by and among Finnovate Acquisition Corp., Scage Future, Hero 1, Hero 2 and Scage International Limited (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form F-4 (File No. 333-281332), as amended, initially filed with the SEC on August 7, 2024)
4.2	First Amendment to the Business Combination Agreement, dated as of June 18, 2024, by and among Finnovate Acquisition Corp., Scage Future, Hero 1, Hero 2 and Scage International Limited (incorporated by reference to Exhibit 2.2 to the Registration Statement on Form F-4 (File No. 333-281332), as amended, initially filed with the SEC on August 7, 2024)
4.3	Second Amendment to the Business Combination Agreement, dated as of October 31, 2024, by and among Finnovate Acquisition Corp., Scage Future, Hero 1, Hero 2 and Scage International Limited (incorporated by reference to Exhibit 2.3 to the Registration Statement on Form F-4 (File No. 333-281332), as amended, initially filed with the SEC on August 7, 2024)

4.4	Third Amendment to the Business Combination Agreement, dated as of April 2, 2025, by and among Finnovate Acquisition Corp., Scage Future, Hero 1, Hero 2 and Scage International Limited (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-41012) filed with the SEC on April 8, 2025)
4.5	Sponsor Support Agreement, dated as of August 21, 2023, by and among Scage International, Scage Future, Finnovate and the Sponsor (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form F-4 (File No. 333-281332), as amended, initially filed with the SEC on August 7, 2024)
4.6	Form of Shareholder Support Agreement, dated as of August 21, 2023, by and among Finnovate Acquisition Corp., Scage International Limited and the Key Company Shareholders of Scage International Limited (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form F-4 (File No. 333-281332), as amended, initially filed with the SEC on August 7, 2024)
4.7	Form of Key Seller Lock-Up Agreement, dated as of August 21, 2023, by and among Scage International Limited, Scage Future, Finnovate Acquisition Corp. and the Key Company Shareholders of Scage International Limited (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form F-4 (File No. 333-281332), as amended, initially filed with the SEC on August 7, 2024)
4.8	Form of Seller Lock-Up Agreement by and among Scage International Limited, Scage Future, Finnovate Acquisition Corp. and the certain shareholders of Scage International Limited (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form F-4 (File No. 333-281332), as amended, initially filed with the SEC on August 7, 2024)
4.9	Form of Non-Competition Agreement, dated as of August 21, 2023, by and among Scage Future, Finnovate Acquisition Corp. Scage International Limited, Finnovate Sponsor L.P. and certain shareholders of Scage International Limited (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form F-4 (File No. 333-281332), as amended, initially filed with the SEC on August 7, 2024)
4.10*	Amendment to Registration Rights Agreement, dated June 27, 2025
4.11*	Seller Registration Rights Agreement, dated June 27, 2025
4.12	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form F-4 (File No. 333-281332), as amended, initially filed with the SEC on August 7, 2024)
4.13*	Lock-up Removal Letter, dated April 7, 2025
4.14*	Closing Letter Agreement, dated June 27, 2025
4.15*	Promissory Notes issued to EarlyBirdCapital, Inc., dated June 27, 2025
4.16*	Promissory Notes issued to EarlyBirdCapital, Inc., dated June 27, 2025
8.1*	List of Subsidiaries of Scage Future
15.1*	Unaudited pro forma condensed combined financial statements of PubCo.
15.2*	Consent of Marcum Asia CPAs LLP, an independent registered accounting firm for Scage Future
15.3*	Consent of Marcum Asia CPAs LLP, an independent registered accounting firm for Scage International Limited
15.4*	Consent of HTL International, LLC, an independent registered accounting firm for Finnovate
*	Filed herewith
---	---

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this report on its behalf.

	Scage Future
Date: July 3, 2025	By:	/s/ Chao Gao
	Name:	Chao Gao
	Title:	Chairman and Chief Executive Officer

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS	PAGE(S)
SCAGE FUTURE
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2024 AND JUNE 30, 2024	F-2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED DECEMBER 31, 2024 AND THE PERIOD FROM JULY 14, 2023 (INCEPTION) THROUGH DECEMBER 31, 2023	F-3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE SIX MONTHS ENDED DECEMBER 31, 2024 AND THE PERIOD FROM JULY 14, 2023 (INCEPTION) THROUGH DECEMBER 31, 2023	F-4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED DECEMBER 31, 2024 AND THE PERIOD FROM JULY 14, 2023 (INCEPTION) THROUGH DECEMBER 31, 2023	F-5
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	F-6
INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
---	---
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: 5395)	F-8
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2024	F-9
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE PERIOD FROM JULY 14, 2023 (INCEPTION) THROUGH JUNE 30, 2024	F-10
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT AS OF JUNE 30, 2024	F-11
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE PERIOD FROM JULY 14, 2023 (INCEPTION) THROUGH JUNE 30, 2024	F-12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-13

SCAGE INTERNATIONAL LIMITED

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2024 AND JUNE 30, 2024	F-15
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE SIX MONTHS ENDED DECEMBER 31, 2024 AND 2023	F-16
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE SIX MONTHS ENDED DECEMBER 31, 2024 AND 2023	F-17
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED DECEMBER 31, 2024 AND 2023	F-18
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	F-19
INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
---	---
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: 5395)	F-52
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2024 AND 2023	F-53
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED JUNE 30, 2024 AND 2023	F-55
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE YEARS ENDED JUNE 30, 2024 AND 2023	F-56
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2024 AND 2023	F-57
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	F-59
FINNOVATE ACQUISITION CORP.
---	---
INDEX TO AUDITED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID # 7000)	F-94
Balance Sheets as of December 31, 2024 and 2023	F-95
Statements of Operations for the Years Ended December 31, 2024 and 2023	F-96
Statements of Changes in Shareholders’ Deficit for the Years Ended December 31, 2024 and 2023	F-97
Statements of Cash Flows for the Years Ended December 31, 2024 and 2023	F-99
Notes to Financial Statements	F-100

F-1

SCAGE FUTUREUNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET(In U.S. dollars, except for share and per share data, or otherwise noted)

			As of <br><br>June 30,
			2024
Liabilities
Current liabilities
Amounts due to a related party	39,489		$	39,489
Total liabilities	39,489		$	39,489
Deficit
Ordinary share (par value of US0.0001 per share; 500,000,000 shares authorized, 1 share issued and outstanding as of December 31, 2024 and June 30, 2024)	-			-
Accumulated deficit	(39,489	)		(39,489	)
Total shareholder’s deficit	(39,489	)	$	(39,489	)

All values are in US Dollars.

The accompanying notes are an integral part of these financial statements.

F-2

SCAGE FUTUREUNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS(In U.S. dollars, except for share and per share data, or otherwise noted)

	For the<br><br> six months ended<br><br> December 31,<br><br> 2024		For the <br><br>period from<br><br> July 14,<br><br> 2023 (inception)<br><br> through December 31,<br><br> 2023
Operating expenses
General and administrative expenses	$	-	$	(39,021	)
Total operating expenses	$	-	$	(39,021	)
Net loss	$	-	$	(39,021	)
Weighted average number of share outstanding, basic and diluted		1		1
Basic and diluted net loss per ordinary share	$	-	$	(39,021	)

The accompanying notes are an integral part of these financial statements.

F-3

SCAGE FUTUREUNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER’S DEFICIT(In U.S. dollars, except for share and per share data, or otherwise noted)

	Ordinary shares				Accumulated			Total <br> shareholder’s
	Shares		Amount		deficit			deficit
Balance as of July 14, 2023 (inception)		—	$	—	$	—		$	—
Issuance of ordinary shares		1		—		—			—
Net loss		—		—		(39,021	)		(39,021	)
Balance as of December 31, 2023		1	$	—	$	(39,021	)	$	(39,021	)
Balance as of June 30, 2024		1	$	—	$	(39,489	)	$	(39,489	)
Balance as of December 31, 2024		1	$	—	$	(39,489	)	$	(39,489	)

The accompanying notes are an integral part of these financial statements.

F-4

SCAGE FUTUREUNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS(In U.S. dollars, except for share and per share data, or otherwise noted)

			For the
	For the		period from
	period from		July 14,
	July 1,		2023 (inception)
	2024 through		through
	December 31,<br><br> 2024		December 31,<br><br> 2023
Cash Flows from Operating Activities
Net loss	$	-	$	(39,021	)
Changes in operating assets and liabilities:
Amounts due to a related party		-		39,021
Net cash used in operating activities	$	-	$	-
Net change in cash		-		-
Cash, beginning of the period		-		-
Cash, end of the period	$	-	$	-
Supplemental disclosure of non-cash operating activities:
General and administrative expenses paid by a related party	$	-	$	39,021

The accompanying notes are an integral part of these financial statements.

F-5

SCAGE FUTURENOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(In U.S. dollars, except for share and per share data, or otherwise noted)

1.	Description of Organization and Business Operations

Scage Future (the “Company”) was incorporated under the laws of the Cayman Islands on July 14, 2023. The Company and its wholly owned subsidiaries, Hero 1, a Cayman company, and Hero 2, a Cayman company, (collectively, the “Group”), were formed for the purpose of effecting a merger among Finnovate Acquisition Corp. (“Finnovate”), and Scage International Limited (“Scage International”) through a series of transactions (the “Business Combination”) pursuant to the definitive agreement entered into on August 21, 2023 and amended on June 18, 2024. As a result of the Business Combination, Finnovate and Scage International will be surviving entities and will become wholly owned subsidiaries of the Company, with the Company serving as a public listed company whose shares shall be traded on Nasdaq.

2.	Going concern

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations. The Company incurred net losses of nil for the six months ended December 31, 2024 and US$39,021 for the period from July 14, 2023 (inception) to December 31, 2023, with a working capital deficit of US$39,489 as of December 31, 2024. The Company’s operating results for future periods are subject to numerous uncertainties and it is uncertain if the Company will be able to reduce or eliminate its net losses for the foreseeable future. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management plans to address this uncertainty through a Business Combination as discussed in Notes 1. The Company’s financial statements do not give effect to any adjustments relating to the carrying values and classification of assets and liabilities that would be necessary should the Company be unable to continue as a going concern.

3.	Summary of significant accounting policies

(a)	Basis of presentation

The unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) to reflect the financial position, results of operations and cash flows of the Company. Significant accounting policies followed by the Company in the preparation of the accompanying unaudited condensed consolidated financial statements are summarized below. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with audited consolidated financial statements for the period from July 14, 2023 through June 30, 2024.

(b)	Principles of consolidation

The financial statements include the financial statements of the Company and its subsidiaries. All transactions and balances among the Company have been eliminated upon consolidation. All intercompany transactions and balances among the Company have been eliminated upon consolidation.

F-6

SCAGE FUTURENOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(In U.S. dollars, except for share and per share data, or otherwise noted)

(c)	Use of estimates

The preparation of the financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported periods in the financial statements and accompanying notes. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the financial statements.

(d)	Fair value measurement

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

4.	Related party transactions

For the period from July 14, 2023 (inception) through June 30, 2024, the Company’s related party, Scage International, an affiliate company, made several payments as formation costs on behalf of the Company. The payments were non-interest bearing and had no due date. The amount due to Scage International amounted to US$39,489 and US$39,489 as of December 31, 2024 and June 30, 2024, respectively.

5.	Ordinary shares

The authorized number of ordinary shares of the Company is 500,000,000 shares with par value of US$0.0001 each. As of December 31, 2024, the Company had issued one ordinary share.

6.	Subsequent events

The Company has evaluated the impact of events that have occurred subsequent to December 31, 2024, through the issuance date of the unaudited condensed consolidated financial statements, and concluded that no other subsequent events have occurred that would require recognition in the unaudited condensed consolidated financial statements or disclosure in the notes to the unaudited condensed consolidated financial statements, except for the event as discussed below.

On June 26, 2025, the Company entered into two Promissory Note Agreements with Early Bird Capital, Inc. (the "Payee") for a total amount of $2,518,750.

The principal balance of $1,509,375 together with all interest accrued at 8% per annum shall be due and payable on June 26, 2026 ("Maturity Date"). Prior to or on the Maturity Date, the Payee may, in its discretion, convert all or part of the principal and/or accrued interest into the ordinary shares of the Company (the “Conversion Shares”) at the conversion price equal to the lesser of (a) 90% of the volume weighted average price per ordinary share of the Company for the five trading days immediately prior to written notice of conversion sent by Payee and (b) $10.00 per share.

The principal balance of $1,009,375 shall be due and payable in two equal installments on September 26, 2025 and December 26, 2025 (each such date, a “Maturity Date”), together with all interest accrued at 8% per annum. Prior to or on the Maturity Date, the Payee may, in its discretion, convert all or part of the principal and/or accrued interest into the ordinary shares of the Company (the “Conversion Shares”) at the conversion price equal to the lesser of (a) 90% of the volume weighted average price per ordinary share of the Company for the five trading days immediately prior to written notice of conversion sent by Payee and (b) $10.00 per share. Additionally, 1,000,000 ordinary shares of the Company held by a shareholder were pledged as collateral for the guaranty of repayment obligation.

---

F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM

To the Shareholders and Board of Directors of

Scage Future

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Scage Future (the “Company”) as of June 30, 2024, the related consolidated statement of operations, changes in shareholder’s deficit and cash flows for the period from July 14, 2023 (inception) through June 30, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024, and the results of its operation and its cash flows for the period from July 14, 2023 (inception) through June 30, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum Asia CPAs LLP

Marcum Asia CPAs LLP

We have served as the Company’s auditor since 2024.

Beijing, China

September 16, 2024

F-8

SCAGE FUTURECONSOLIDATED BALANCE SHEET(In U.S. dollars, except for share and per share data, or otherwise noted)


Liabilities
Current liabilities
Amounts due to a related party	39,489
Total liabilities	39,489
Deficit
Ordinary share (par value of US0.0001 per share; 500,000,000 shares authorized; 1 share issued and outstanding as of June 30, 2024)	—
Accumulated deficit	(39,489	)
Total shareholder’s deficit	(39,489	)

All values are in US Dollars.

The accompanying notes are an integral part of these financial statements.

F-9

SCAGE FUTURECONSOLIDATED STATEMENT OF OPERATIONS(In U.S. dollars, except for share and per share data, or otherwise noted)

	For the period from July 14, 2023 (inception) through June 30, 2024
Operating expenses
General and administrative expenses	$	(39,489	)
Total operating expenses	$	(39,489	)
Net loss	$	(39,489	)
Weighted average number of share outstanding, basic and diluted		1
Basic and diluted net loss per ordinary share	$	(39,489	)

The accompanying notes are an integral part of these financial statements.

F-10

SCAGE FUTURECONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER’S DEFICIT(In U.S. dollars, except for share and per share data, or otherwise noted)

	Ordinary shares				Accumulated			Total <br> shareholder’s
	Shares		Amount		Deficit			deficit
Balance as of July 14, 2023 (inception)		—	$	—	$	—		$	—
Issuance of ordinary shares		1		—		—			—
Net loss		—		—		(39,489	)		(39,489	)
Balance as of June 30, 2024		1	$	—	$	(39,489	)	$	(39,489	)

The accompanying notes are an integral part of these financial statements.

F-11

SCAGE FUTURECONSOLIDATED STATEMENT OF CASH FLOWS(In U.S. dollars, except for share and per share data, or otherwise noted)

	For the period from July 14, 2023 (inception) through June 30, 2024
Cash Flows from Operating Activities
Net loss	$	(39,489	)
Changes in operating assets and liabilities:
Amounts due to a related party		39,489
Net cash used in operating activities	$	—
Net change in cash		—
Cash, beginning of the period		—
Cash, end of the period	$	—
Supplemental disclosure of non-cash operating activities:
General and administrative expenses paid by a related party	$	39,489

The accompanying notes are an integral part of these financial statements.

F-12

SCAGE FUTURENOTES TO CONSOLIDATED FINANCIAL STATEMENTS(In U.S. dollars, except for share and per share data, or otherwise noted)

1.	Description of Organization and Business Operations

2.	Going concern

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations. The Company incurred net losses of US$39,489 for the period from July 14, 2023 (inception) through June 30, 2024, with a working capital deficit of US$39,489 as of June 30, 2024. The Company’s operating results for future periods are subject to numerous uncertainties and it is uncertain if the Company will be able to reduce or eliminate its net losses for the foreseeable future. Accordingly, the Company may not be able to obtain additional financing. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

3.	Summary of significant accounting policies

(a)	Basis of presentation

The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) to reflect the financial position, results of operations and cash flows of the Company. Significant accounting policies followed by the Company in the preparation of the accompanying financial statements are summarized below.

(b)	Principles of consolidation

(c)	Use of estimates

(d)	Fair value measurement

F-13

SCAGE FUTURENOTES TO CONSOLIDATED FINANCIAL STATEMENTS(In U.S. dollars, except for share and per share data, or otherwise noted)

4.	Related party transactions

5.	Ordinary shares

The authorized number of ordinary shares of the Company is 500,000,000 shares with par value of US$0.0001 each. As of June 30, 2024, the Company had issued one ordinary share.

6.	Subsequent events

The Company has evaluated subsequent events through September 16, 2024, the date of issuance of the financial statements and does not identify any other subsequent events with material financial impact on the Company’s financial statements.

F-14

SCAGE INTERNATIONAL LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In U.S. dollars, except for share and per sharedata, or otherwise noted)

			As of <br><br>June 30,
			2024
ASSETS
Current assets:
Cash	667,389		$	1,977,494
Restricted cash	-			6,880
Accounts receivable, net	6,071,596			2,006,000
Inventories	1,510,581			1,666,722
Amounts due from related parties, net	44,969			39,489
Prepaid expenses and other current assets, net	3,732,395			2,857,031
Total current assets	12,026,930			8,553,616
Non-current assets:
Property and equipment, net	876,183			1,090,737
Right-of-use assets, net	204,062			283,607
Deferred offering costs	653,894			598,527
Long-term investments	20,000,000			-
Other non-current assets	30,585			30,719
Total non-current assets	21,764,724			2,003,590
TOTAL ASSETS	33,791,654		$	10,557,206
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Short-term borrowings	7,397,970		$	8,421,400
Accounts payable	5,985,593			221,097
Contract liabilities	576,459			597,451
Amounts due to related parties	339,354			238,887
Accrued expenses and other payables	3,977,268			2,164,772
Operating lease liabilities, current	220,201			167,592
Convertible debt, current	869,261			872,003
Total current liabilities	19,366,106			12,683,202
Non-current liabilities:
Long-term borrowings	2,000,000			-
Operating lease liabilities, non-current	-			86,758
Total non-current liabilities	2,000,000			86,758
TOTAL LIABILITIES	21,366,106			12,769,960
Commitments and contingencies (Note 20)
Mezzanine equity (Aggregate liquidation preference of 17,310,168 and 16,622,139 as of December 31, 2024 and June 30, 2024, respectively)
Series Angel convertible redeemable preferred shares (par value 0.0001 per share, 13,613,762 shares authorized, issued and outstanding as of December 31, 2024 and June 30, 2024, respectively)	3,544,860			3,560,518
Series Pre-A convertible redeemable preferred shares (par value 0.0001 per share, 12,495,712 shares authorized, issued and outstanding as of December 31, 2024 and June 30, 2024, respectively)	7,808,968			7,843,461
Series A convertible redeemable preferred shares (par value 0.0001 per share, 5,082,112 shares authorized, issued and outstanding as of December 31, 2024 and June 30, 2024, respectively)	8,772,759			8,811,509
Receivables for Series A convertible redeemable preferred shares	(732,262	)		(735,496	)
Redeemable non-controlling interests	4,564,821			4,584,984
Total mezzanine equity	23,959,146		$	24,064,976
Shareholders’ deficit
Ordinary shares (par value of 0.00001 per share; 4,968,808,414 shares authorized as of December 31, 2024 and June 30, 2024, respectively; 108,208,805 and 104,766,463 shares issued and outstanding as of December 31, 2024 and June 30, 2024, respectively)*	1,082			1,048
Additional paid-in capital	18,478,632			-
Accumulated deficit	(31,220,141	)		(27,269,342	)
Accumulated other comprehensive income	1,468,757			1,269,726
Total shareholders’ deficit attributable to Scage International Limited	(11,271,670	)		(25,998,568	)
Non-controlling interests	(261,928	)		(279,162	)
Total shareholders’ deficit	(11,533,598	)		(26,277,730	)
TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT	33,791,654		$	10,557,206

All values are in US Dollars.

*	The shares and per share information are presented on a retroactive<br>basis to reflect the shares reorganization (Note 15).

F-15

SCAGE INTERNATIONAL LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In U.S. dollars, except for share andper share data, or otherwise noted)

	For the Six Months Ended<br><br> December 31,
	2024			2023
Revenues	$	7,147,668		$	3,248,166
Cost of revenues		(7,868,925	)		(2,611,815	)
Gross (loss)/profit		(721,257	)		636,351
Operating expenses:
Selling and marketing expenses		(202,659	)		(470,119	)
Research and development expenses		(843,083	)		(919,920	)
General and administrative expenses		(2,095,600	)		(2,043,115	)
Impairment of long-lived assets		(49,180	)		-
Total operating expenses		(3,190,522	)		(3,433,154	)
Loss from operations		(3,911,779	)		(2,796,803	)
Interest expense, net		(140,601	)		(185,008	)
Other income, net		38,848			220,183
Total other (expenses)/income, net		(101,753	)		35,175
Loss before income taxes		(4,013,532	)		(2,761,628	)
Income tax expense		-			-
Net loss		(4,013,532	)		(2,761,628	)
Less: Net loss attributable to non-controlling interests		(62,324	)		(117,590	)
Less: Net loss attributable to redeemable non-controlling interests		(409	)		-
Net loss attributable to Scage International Limited		(3,950,799	)		(2,644,038	)
Accretion of convertible redeemable preferred shares		-			-
Accretion of redeemable non-controlling interests		-			-
Net loss attributable to Scage International Limited’s ordinary shareholders	$	(3,950,799	)	$	(2,644,038	)
Net loss		(4,013,532	)		(2,761,628	)
Other comprehensive income/(loss)
Foreign currency translation adjustment		137,501			(450,598	)
Comprehensive loss		(3,876,031	)		(3,212,226	)
Less: Comprehensive loss attributable to non-controlling interests		(104,100	)		(123,355	)
Less: Comprehensive loss attributable to redeemable non-controlling interests		(20,163	)		-
Comprehensive loss attributable to Scage International Limited		(3,751,768	)		(3,088,871	)
Accretion of convertible redeemable preferred shares		-			-
Accretion of redeemable non-controlling interests		-			-
Comprehensive loss attributable to Scage International Limited’s ordinary shareholders	$	(3,751,768	)	$	(3,088,871	)
Loss per share
Basic and Diluted*		(0.04	)		(0.03	)
Weighted average number of ordinary shares outstanding used in computing loss per share
Basic and Diluted*		105,556,509			104,766,463
*	The shares and per share information are presented on a retroactive basis to reflect the<br> shares reorganization (Note 15).
---	---

F-16

SCAGE INTERNATIONAL LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(In U.S. dollars, except for share and per sharedata, or otherwise noted)

	Ordinary Shares			Additional paid- in	Accumulated		Accumulated other comprehensive		Total shareholders’ deficit attributable to Scage International		Non-controlling		Total shareholders’
	Shares*		Amount	capital	Deficit		income		Limited		Interests		deficit
			US	US	US		US		US		US		US
Balance as of June 30, 2023		104,766,463				)				)		)		)
Net loss		-				)				)		)		)
Foreign currency translation adjustment		-						)		)		)		)
Balance as of December 31, 2023		104,766,463				)				)		)		)

All values are in US Dollars.

	Ordinary Shares			Additional paid-in		Accumulated		Accumulated other comprehensive	Total shareholders’ deficit attributable to Scage International		Non-controlling		Total shareholders’
	Shares*		Amount	Capital		Deficit		income	Limited		Interests		deficit
			US	US		US		US	US		US		US
Balance as of June 30, 2024		104,766,463					)			)		)		)
Net loss		-					)			)		)		)
Proceeds from Private Investment in Public Equity (“PIPE”)		3,442,342
Financing cost of PIPE		-			)					)				)
Equity repurchase from non-controlling interests		-			)					)
Foreign currency translation adjustment		-										)
Balance as of December 31, 2024		108,208,805					)			)		)		)

All values are in US Dollars.

*	The shares and per share information are presented on a retroactive<br>basis to reflect the shares reorganization (Note 15).

F-17

SCAGE INTERNATIONAL LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In U.S. dollars, except for share andper share data, or otherwise noted)

	For the Six Months Ended<br><br> December 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,013,532	)	$	(2,761,628	)
Adjustments to reconcile net loss to net cash used in operating activities:
Write-downs for inventory		93,451			271,102
(Reversal of)/Provision for credit losses		(36,801	)		138,287
Reserve for warranty costs		318,228			98,231
Depreciation of property and equipment		156,544			199,552
Amortization of right-of-use assets		79,636			113,642
Amortization of debt issuance costs		32,149			74,592
Loss on disposal of property and equipment		25,339			4,027
Impairment of long-lived assets		49,180			-
Changes in operating assets and liabilities
Accounts receivable		(4,144,022	)		(1,479,695	)
Inventories		28,897			(232,884	)
Amount due from related parties		8,639			233,163
Prepaid expenses and other current assets		(245,538	)		(441,616	)
Operating lease liabilities		(33,596	)		(119,768	)
Accounts payable		5,863,877			(136,199	)
Contract liabilities		(18,678	)		(166,356	)
Amounts due to related parties		(9,130	)		16,167
Accrued expenses and other payables		99,479			90,709
Net cash used in operating activities		(1,745,878	)		(4,098,674	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(5,436	)		(6,039	)
Proceeds from disposal of property and equipment		16,721			-
Purchase of long-term investments		(20,000,000	)		-
Collection of loans to third parties		68,793			-
Loans to third parties		(694,417	)		-
Net cash used in investing activities		(20,614,339	)		(6,039	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term bank loans		3,622,835			7,049,359
Repayments of short-term bank loans		(4,626,082	)		(2,349,047	)
Proceeds from PIPE		20,000,000			-
Proceeds from issuance of convertible redeemable preferred shares		-			889,816
Loans provided by third parties		2,000,000			-
Repayment of loans provided by third parties		(13,934	)		-
Loans provided by related parties		599,131			-
Repayment of loans provided by related parties		(488,909	)		(250,183	)
Payments for listing expenses		(58,476	)		(277,069	)
Payments for issuance costs of short-term borrowings and convertible debt		-			(64,965	)
Net cash provided by financing activities		21,034,565			4,997,911
Effect of exchange rate changes		8,667			28,756
Net (decrease)/increase in cash and restricted cash		(1,316,985	)		921,954
Cash and restricted cash, at beginning of the period		1,984,374			1,075,989
Cash and restricted cash, at end of the period	$	667,389		$	1,997,943
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEET
Cash		667,389			1,990,901
Restricted cash		-			7,042
Total cash and restricted cash	$	667,389		$	1,997,943
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income tax paid	$	-		$	-
Interest paid	$	127,580		$	79,808
Cash paid for amounts included in the measurement of lease liabilities	$	34,149		$	112,329
NON-CASH FINANCING ACTIVITIES
Accrued payable for issuance costs of PIPE	$	1,400,000		$	-

F-18

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

1.	ORGANIZATION AND PRINCIPAL ACTIVITIES

Scage International Limited (“Scage”, or the “Company”) was incorporated under the laws of the Cayman Islands on December 16, 2021. The Company through its main subsidiary Nanjing Scage Automobile Technology Co., Ltd. (“Scage Nanjing”) and Scage Nanjing’s consolidated subsidiaries primarily engages in the development and commercialization of heavy-duty new energy vehicle trucks (“NEV”), and e-fuel solutions in the People’s Republic of China (“PRC” or “China”).

VVS International Limited (“Scage BVI”), which is 100% owned by the Company, was incorporated in British Virgin Islands (the “BVI”) on December 21, 2021. Scage BVI is an investment holding company with no operations.

Scage (Hong Kong) Limited (“Scage HK”), which is 100% owned by the Company through Scage BVI, was incorporated in Hong Kong on January 3, 2022. Scage HK is an investment holding company with no operations.

Reorganization

In preparation for listing in a stock market of the United States, the Company undertook a reorganization (“Reorganization”) through the following steps:

-	On September 22, 2023, Scage HK, the Company’s<br>wholly owned subsidiary, acquired 100% equity interests of Nanjing Xinneng Hydrogen Automotive Technology Co., Ltd. (“Scage WFOE”);
-	On October 24, 2023, Scage WFOE and Scage HK acquired<br>73.55% and 26.45% equity interest of Scage Nanjing, and the Company indirectly controlled Scage Nanjing and its subsidiaries.
---	---

The Company and its subsidiaries (“the Group”) resulting from the reorganization have always been under the common control of the same majority shareholders group before and after the reorganization, as described above, which was accounted for as a recapitalization. The consolidation of the Group has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying unaudited condensed consolidated financial statements. Results of operations for the periods presented comprise those of the previously separate entities combined from the beginning of the period to the end of the period, eliminating the effects of intercompany transactions.

The details of the Company’s primary subsidiaries are as follows:

Name	Controlled by	Date of Incorporation	Percentage of Effective Ownership	Principal Activities
Scage BVI	The Company	December 21, 2021	100%	Investment holding
Scage HK	Scage BVI	January 3, 2022	100%	Investment holding
Scage U.S. Corporation (“Scage US”)	Scage HK	February 21, 2024	100%	Investment holding
Scage WFOE	Scage HK	December 1, 2021	100%	Investment holding
Scage Nanjing	Scage WFOE	June 3, 2019	100%	Research and development of new energy vehicle technology, electronic devices and machinery; wholesale and retail of new energy vehicle, production and testing equipment, auto parts, electronic devices; vehicle rental, etc.
Nanjing Scage Intelligent Technology Co., Ltd. (“Scage Intelligent Nanjing”)	Scage Nanjing	May 17, 2021	100%	Vehicle rental, propose to engage in vehicle research and development, trial production, road test and other services and to cooperate with other entities on research and development according to the operation needs in the future

F-19

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

1.	ORGANIZATION AND PRINCIPAL ACTIVITIES (cont.)
Name	Controlled by	Date of Incorporation	Percentage of Effective Ownership	Principal Activities
---	---	---	---	---
Scage (Beijing) Automotive Technology Co., Ltd. (“Scage Beijing”)	Scage Nanjing	April 12, 2021	100%	No actual operation, propose to engage in research and development of battery in the future
Scage (Shanghai) New Energy Technology Co., Ltd. (“Scage Shanghai NET”)	Scage Nanjing	July 13, 2021	51%	No actual operation, propose to engage in new energy business in the future
Scage (Shanghai) Hydrogen Energy Technology Co., Ltd. (“Scage Shanghai HET”)	Scage Nanjing	August 10, 2021	69.5%	Solid oxide electrolyzer and clean energy system development, renewable energy system and integrated energy system solution design and development in the future
Xinjiang Scage Chuangyuan Automobile Technology Co., Ltd. (“Scage Xinjiang”)	Scage Nanjing	May 20, 2021	100%	Vehicle wholesale and retail
Hunan Scage Automobile Technology Co., Ltd. (“Scage Hunan”)	Scage Nanjing	December 20, 2021	51%	No actual operation, propose to engage in vehicle wholesale and retail in the future
Beijing Scage Future Automobile Co., Ltd. (“Scage Future Beijing”)	Scage HK	December 13, 2023	96%	No actual operation, propose to engage in new energy business in the future
2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---	---
(a)	Basis of presentation
---	---

The accompanying unaudited condensed consolidated financial statements have been prepared using the same accounting policies as used in the preparation of the Group’s consolidated financial statements for the years ended June 30, 2024 and 2023. The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company balances and transactions have been eliminated upon consolidation. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results, and cash flows for the periods presented. Operating results for the interim period ended December 31, 2024 are not necessarily indicative of the results that may be expected for the full year or any future periods. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the years ended June 30, 2024 and 2023.

(b)	Principles of consolidation

The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. Subsidiaries are those entities in which the Group, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.

All intercompany transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

F-20

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(c)	Non-controlling interests
---	---

Non-controlling interest represents the portion of the net assets of subsidiaries attributable to interests that are not owned or controlled by the Group. The non-controlling interest is presented in the unaudited condensed consolidated balance sheets, separately from equity attributable to the shareholders of the Group. For the Company’s unaudited condensed consolidated financial statements for the six months ended December 31, 2024 and 2023, non-controlling interests represent the minority shareholders’ 31% equity interests in one subsidiary, Scage Shanghai HET, and the minority shareholders’ 49% equity interests in the subsidiaries including Scage Hebei, Scage Shanghai NET, Scage Sichuan, and Scage Hunan. Non-controlling interest’s operating results are presented on the unaudited condensed consolidated statements of operations and comprehensive loss as an allocation of the total loss for the periods to six non-controlling shareholders (of which are five corporate non-controlling shareholders and one individual non-controlling shareholder).

(d)	Redeemable non-controlling interests

Redeemable non-controlling interests represent redeemable equity interests issued by the Group’s subsidiary to certain investor, and have been classified as mezzanine noncontrolling interests in the unaudited condensed consolidated financial statements as these redeemable interests represent a put option that gives investors the right to put the interest of the Group’s subsidiary for certain rate of return within the following two years. Pursuant to ASC 480-10, the investment is currently redeemable, but not mandatorily redeemable because of the uncertainty related to whether the holder will elect redemption. The process of adjusting non-controlling interests to its redemption value should be performed after attribution of the subsidiary’s net income or loss pursuant to ASC 810. The carrying amount of non-controlling interests will equal the higher of (i) its initial fair value adjusted by accumulated earnings/losses associated with the non-controlling interest or (ii) the redemption value as of the balance sheet date. The accretions were recorded against retained earnings, or in the absence of retained earnings, by charges against additional paid-in capital. Once additional paid-in capital had been exhausted, additional charges were recorded by increasing the accumulated deficit.

(e)	Use of estimates

The preparation of the unaudited condensed consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities on the date of the unaudited condensed consolidated financial statements, and the reported revenues and expenses during the reported periods. Actual results could differ from those estimates. On an ongoing basis, management reviews these estimates and assumptions using the currently available information. Changes in facts and circumstances may result in revised estimates. Management bases its estimates on past experience and on various other assumptions that are believed to be reasonable and the results of these estimates form the basis for making judgments about the carrying values of assets and liabilities. Significant accounting estimates include, but not limited to, the provision for expected credit losses, estimates for inventory write-downs and warranty reserve.

(f)	Foreign currency translation and transaction

The Group uses U.S. dollars (“US$”) as its reporting currency. The functional currency of the Company and its subsidiaries incorporated outside of PRC is US$, while the functional currency of the PRC entities is Renminbi (“RMB”) as determined based on the criteria of ASC 830, “Foreign Currency Matters”.

The unaudited condensed consolidated statements of operations and comprehensive loss and the unaudited condensed consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the unaudited condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the unaudited condensed consolidated balance sheets.

F-21

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(f)	Foreign currency translation and transaction (cont.)
---	---

Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive loss included in unaudited condensed consolidated statements of changes in shareholders’ deficit. Gains and losses from foreign currency transactions are included in the unaudited condensed consolidated statements of operations and comprehensive loss.

The following table outlines the currency exchange rates that were used in creating the unaudited condensed consolidated financial statements:

		As of <br><br>June 30,
Balance sheet items, except for equity accounts		2024
US against RMB	7.2993		7.2672

All values are in US Dollars.


Items in the statements of operations and comprehensive loss, and statements of cash flows		2023
US against RMB	7.1767		7.2347

All values are in US Dollars.

(g)	Accounts receivable, net

Accounts receivable are stated at the original amount less an allowance for credit losses.

Accounts receivable are recognized in the period when the Group has provided products and services to its customers and when its right to consideration is unconditional. On July 1, 2023, the Group adopted ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement on Credit Losses on Financial Instruments”, including certain subsequent amendments, transitional guidance and other interpretive guidance within ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11, ASU 2020-02 and ASU 2020-03 (collectively, including ASU 2016-13, “ASC 326”). ASC 326 introduces an approach based on expected losses to estimate the allowance for credit losses, which replaces the previous incurred loss impairment model. The Group uses aging schedule method in the current expected credit loss model (“CECL model”) to estimate the expected credit losses. The Group’s estimation of allowance for credit losses considers factors such as historical credit loss experience, age of receivable balances, current market conditions, reasonable and supportable forecasts of future economic conditions, in combination with assessing receivable collectability on an individual basis, and applying current situation adjustment. The Group concludes that there is no impact over the initial adoption of CECL model, which should be treated as cumulative-effect adjustment on accumulated deficits as of July 1, 2023. Accounts receivable balances are written off after all collection efforts have been exhausted.

There were and nil and US$74,129 provision for expected credit losses for the six months ended December 31, 2024 and 2023, respectively.

F-22

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(h)	Long-term investments
---	---

The Group’s long-term investments are equity securities.

For investments that 1) are equity instruments in legal form, 2) lack a substantive redemption right, and 3) meet the definition of securities under ASC 320-10-20, those investments are accounted for as equity securities in accordance with Investments—Equity Securities (Topic 321).

Those equity securities do not have readily determinable fair value pursuant to ASC 321-10-20 as their prices are not publicly available on a registered exchange, a comparable foreign market, or for mutual funds/structures with published values. For equity securities qualified for net asset value practical expedient (“NAV practical expedient”) in Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”), the Group estimates fair value using the net asset value per share (or its equivalent) of the investment. For equity securities do not qualify for NAV practical expedient, the Group elects to record these investments at cost, less impairment, and plus or minus subsequent adjustments for observable price changes, in accordance with ASC 321-10-35. Under this measurement alternative, changes in the carrying value of the equity investment will be required to be made whenever there are observable price changes in orderly transactions for the identical or similar investment of the same issuer.

The Group makes assessments at each reporting period and if the assessment indicates that the fair value of the investment is less than the NAV, the investment in equity securities will be written down to its fair value, with the difference between the fair value and the NAV of the investment as an impairment loss recognized through net income (loss) and recorded in the consolidated statements of operations and comprehensive loss.

The Group evaluates each individual investment periodically for impairment.

For investments where the Group has the intention to sell or it is more likely than not before recovery of the amortized cost basis, an impairment is recognized in the unaudited condensed consolidated statements of operations and comprehensive loss.

For investments where the Group does not intend to sell, the Group evaluates whether a decline in fair value is due to deterioration in credit risk. Credit-related impairment losses, not to exceed the amount that fair value is less than the amortized cost basis, are recognized through an allowance for credit losses on the unaudited condensed consolidated balance sheet with corresponding adjustment in the unaudited condensed consolidated statements of operations and comprehensive loss. Subsequent increases in fair value due to credit improvement are recognized through reversal of the credit losses and corresponding reduction in the allowance for credit losses. Any decline in fair value that is non-credit related is recorded in accumulated other comprehensive income or loss as a component of shareholders’ equity.

(i)	Impairment of long-lived assets

The Group reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the market approach. For the six months ended December 31, 2024 and 2023, there were US$49,180 and nil impairment of long-lived assets, respectively.

F-23

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(j)	Revenue recognition
---	---

The Group generates revenues from the sales of NEVs and components, provision of vehicle modification services, and leasing of NEVs.

The core principle of the guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply these five steps:

Step 1: Identify the contract with the customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when the company satisfies a performance obligation

(i)	Revenues from the sales of NEVs and components

The Group sells NEVs and related components to its customers. There are three types of contracts for sales of NEVs and components, including: 1) type i contract for supplies of standard NEVs only, 2) type ii contract for supplies of components only, and 3) type iii contract for supplies of both NEVs and components.

The Group determines whether arrangements are distinct based on whether the customer can benefit from the product or service on its own or together with other resources that are readily available and whether the Group’s commitment to transfer the product or service to the customer is separately identifiable from other obligations in the contract.

The Group has identified a single performance obligation for type i and ii contracts, and identified two separate performance obligations for the type iii contracts with supplies of both NEVs and components. For contracts with multiple performance obligations, the Group allocates the contract price to each distinct performance obligation based on its identifiable standalone selling price. The Group recognizes revenue at a point of time when the Group satisfies the performance obligations to transfer the NEVs and/or components to the designated place.

The Group considers itself the principal as it is primarily responsible for fulfilling the promise of providing the products, establishing the transaction price with customers and bearing the inventory risk before the control of products are transferred. Therefore, such revenues are reported on a gross basis. For certain components purchased on behalf of the customer from the designated vendor, the corresponding revenues are reported on a net basis.

In alignment with industry standards, the Group provides warranty coverage for its range of NEV and components, ensuring their operational integrity and reliability. Warranty periods are determined based on the specific product sold, with coverage extending for a defined number of years or miles, whichever comes first. Customers do not have the option to purchase the warranty separately. In addition, warranty periods provided by the Group are in line with the industry practice. Therefore, the warranty is intended to safeguard the customer against existing defects and does not provide any incremental service to the customer. Accordingly, warranty costs are treated as a cost of fulfillment subject to accrual, rather than a performance obligation.

(ii)	Provision of vehicle modification services

The Group provides vehicle modification services for NEVs according to customers’ requirements. The Group has identified the single performance obligation as the customer can benefit from the contract only after the NEVs of the customer were customized upon demand. Revenues related to modification services are recognized over the service periods according to ASC 606-10-25-27, as the promise of modification does not create the NEV with an alternative use to the Group. The Group considers itself as the principal for transactions that it is in control of establishing the transaction price, and it is responsible for fulfilling the promise of performing the modification. Therefore, such revenues are reported on a gross basis.

The Group also provides warranty for provision of vehicle modification services for a defined number of years or miles, whichever comes first. Customers do not have the option to purchase the warranty separately, nor does the warranty provide a service in addition to assurance. In addition, warranty periods provided by the Group are in line with the industry practice. Therefore, the Group does not consider the promise to provide warranty assurance for Provision of vehicle modification services as a separate performance obligation.

F-24

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(iii)	Revenue from leasing of NEVs
---	---

During the six months ended December 31, 2024, the Group entered into several short-term lease agreements to lease one of its vehicles to a third party, with a daily payment of US$167 (RMB1,200). The Group assesses the service for vehicle leasing arrangements under ASC Topic 842, “Leases (“ASC 842”)”, which is excluded from the scope of ASC Topic 606. The lease was classified as an operating lease and the lease income is recognized over the leased terms on a straight-line basis. The lease income was US$6,955 and nil for the six months ended December 31, 2024 and 2023, respectively.

The following table disaggregates the Group’s revenue for the six months ended December 31, 2024 and 2023:

	For the six months ended<br><br> December 31,
	2024		2023
Net revenues:
Sales of NEVs and components	$	7,040,993	$	3,248,166
Provision of vehicle modification services		99,720		-
Leasing of NEVs		6,955		-
Total	$	7,147,668	$	3,248,166

The following table disaggregates the Group’s revenue recognized on gross basis versus net basis for the six months ended December 31, 2024 and 2023:

	For the six months ended<br><br> December 31,
	2024		2023
Gross basis	$	7,147,668	$	3,212,107
Net basis		-		36,059
Total	$	7,147,668	$	3,248,166

The following table presents revenue classified by timing of revenue recognition for the six months ended December 31, 2024 and 2023:

	For the six months ended<br><br> December 31,
	2024		2023
Point in time	$	7,040,993	$	3,248,166
Over time		106,675		-
Total	$	7,147,668	$	3,248,166

Contract Balances

The Group classifies its right to consideration in exchange for goods or services transferred to a customer as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional as compared to a contract asset which is a right to consideration that is conditional upon factors other than the passage of time. The Group recognizes accounts receivable in its consolidated balance sheets when it performs a service in advance of receiving consideration and has the unconditional right to receive consideration. A contract asset is recorded when the Group has transferred services to the customer before payment is received or is due, and the Company’s right to consideration is conditional on future performance or other factors in the contract. As of December 31, 2024 and June 30, 2024, the Group had no contract assets.

Contract liabilities are recognized if the Group receives consideration prior to satisfying the performance obligations, which include customer advances. Contract liabilities of US$121,758 as of June 30, 2024 were recognized as revenues for the six months ended December 31, 2024. Contract liabilities of US$576,459 as of December 31, 2024 were expected to be recognized as revenues in the following twelve months.

F-25

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(k)	Warranty liabilities
---	---

The Group provided a manufacturer’s standard warranty on all vehicles and components sold. The Group accrued a warranty reserve for the vehicles sold by the Group, which included the Group’s best estimate of the future costs to be incurred in order to repair or replace items under warranties and recalls when identified. These estimates were made based on actual claims incurred to date and an estimate of the nature, frequency and magnitude of future claims with reference made to the past claim history. These estimates are inherently uncertain given the Group’s relatively short history of sales, and changes to the Group’s historical or projected warranty experience may cause material changes to the warranty reserve in the future. Warranty expense is recorded as a component of cost of sales in the unaudited condensed consolidated statements of operations and comprehensive loss.

Accordingly, standard warranty is accounted for in accordance with ASC 460, “Guarantees”. For the six months ended December 31, 2024 and 2023, the Group did not generate revenues from extended lifetime warranty services.

(l)	Income taxes

The Group accounts for income taxes under ASC 740, “Income Taxes”. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Provision for income taxes consists of taxes currently due plus deferred taxes. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the unaudited condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures.

The Group did not accrue any liability, interest or penalties related to uncertain tax positions in its provision for income taxes line of its unaudited condensed consolidated statements of operations and comprehensive loss for the six months ended December 31, 2024 and 2023, respectively. The Group does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred.

F-26

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(m)	Fair value measurement
---	---

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of the fair value hierarchy are described below:

●	Level 1—Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
●	Level 2—Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and<br>inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial<br>instruments.
---	---
●	Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value.
---	---

Short-term financial instruments of the Group primarily consist of cash, restricted cash, accounts receivable, amounts due from related parties, other receivables included in prepaid expenses and other current assets, short-term borrowings, accounts payable, amounts due to related parties, other payables included in accrued expenses and other payables. As of December 31, 2024 and June 30, 2024, the carrying amounts of these financial instruments approximated to their fair values due to the short-term maturity of these instruments.

Fair value measurementon a recurring basis

The Group measures its equity investment with readily determinable fair value at its quoted price in active markets.

For equity securities without readily determinable fair value at its quoted price in active markets, as a practical expedient, the Group uses NAV or its equivalent to measure the fair value of its fund investments which the Group does not have the ability to exercise significant influence. NAV is primarily determined based on information provided by external fund administrators. The Group’s investments valued at NAV as a practical expedient are private equity funds.

The following table presents the fair value hierarchy for the Group’s assets that are measured and recorded at fair value on a recurring basis:

			Fair value measurement at reporting date using
	Fair Value<br> as of<br> December 31, 2024		Quoted Prices<br> in Active Markets for Identical Assets<br> (Level 1)		Significant Other Observable Inputs<br><br> (Level 2)		Significant Unobservable Inputs<br> (Level 3)		NAV<br><br> practical<br><br> expedient
Assets
Long-term Investment
Equity securities - Matrix		15,100,000		-		-		-		15,100,000
Equity securities – AK Global		4,900,000		-		-		-		4,900,000
Total		20,000,000		-		-		-		20,000,000

Fair value measurementon a non-recurring basis

The Group’s non-financial assets, such as property and equipment, would be measured at fair value only if they were determined to be impaired.

F-27

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(n)	Concentration and credit risk
---	---

Credit risk

Assets that potentially subject the Group to significant concentration of credit risk primarily consist of cash and cash equivalents. The maximum exposure of such assets to credit risk is their carrying amount as at the balance sheet dates. As of December 31, 2024 and June 30, 2024, the Group had cash and restricted cash of US$667,389 and US$1,984,374 substantially in financial institutions in the PRC. Each bank provides deposit insurance with the maximum limit of US$68,500 (RMB500,000) to each of the Company’s subsidiaries which has an associated account(s) in that bank. As of December 31, 2024 and June 30, 2024, US$271,727 and US$284,453 of the Company’s bank accounts are insured by the deposit insurance fund management institution that established by the People’s Bank of China. To limit the exposure to credit risk relating to deposits, the Group primarily places deposits with large financial institutions in China which management believes are of high credit quality and the Group also continually monitors their credit worthiness.

The Group’s operations are carried out in China. Accordingly, the Group’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, as well as by the general state of the PRC’s economy. In addition, the Group’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, rates and methods of taxation, among other factors.

Foreign currency risk

Substantially all of the Group’s revenues and expenses and assets and liabilities are denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the Peoples’ Bank of China (“PBOC”) or other authorized financial institutions at exchange rates quoted by PBOC. Approval of foreign currency payments by the PBOC or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices and signed contracts. The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market.

Concentration risks

Accounts receivable is typically unsecured and derived from goods sold and services rendered to customers that are located primarily in China, thereby exposed to credit risk. The risk is mitigated by the Company’s assessment of customers’ creditworthiness and its ongoing monitoring of outstanding balances. Refer to Note 19 for details.

F-28

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(o)	Recent accounting pronouncements
---	---

The Group is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Group expects the adoption of this ASU will not have a material effect on the consolidated financial statements, but will result in certain additional disclosures as required by the revised ASU.

In December 2023, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosure. The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. ASU 2023-09 is effective for public business entities, for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. This ASU will result in the required additional disclosures being included in the Group’s consolidated financial statements, once adopted.

In November 4, 2024, the FASB has released ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. The purpose of this update is to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, selling expenses, general and administrative expenses, and research and development expenses). ASU 2024-04 is effective for all public business entities, for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Any entity qualified as public business entity shall apply ASU 2024-04 prospectively to financial statements issued for current period and all comparative periods. Early adoption is permitted. The Group is in the process of evaluation the impact of adopting this new guidance on its consolidated financial statements.

Except for the above-mentioned pronouncements, there are no recently issued accounting standards that will have a material impact on the consolidated financial position, statements of operations and cash flows.

F-29

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

3.	GOING CONCERN

The Group has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Group’s ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements are issued. The Group has incurred losses and negative operating cash flows since its inception. The Group incurred net losses of US$4,013,532, US$5,980,776 and US$6,618,209 for the six months ended December 31, 2024, and for the years ended June 30, 2024 and 2023, respectively. Net cash used in operating activities were US$1,745,878, US$6,223,797 and US$4,892,650 for the six months ended December 31, 2024, and for the years ended June 30, 2024 and 2023, respectively. The accumulated deficit amounted to US$31,220,141 and US$27,269,342 as of December 31, 2024 and June 30, 2024, respectively. As of December 31, 2024, the Group had a working capital deficit of US$7,339,176. These conditions raised substantial doubts about the Company’s ability to continue as a going concern.

The Group has funded its operations from both operational sources of cash and equity and debt financing. The Group’s liquidity is based on its ability to generate cash from operating activities, obtain capital financing from equity interest investors and borrow funds on financial institutions. The Company’s ability to continue as a going concern is dependent on management’s ability to successfully execute its business plan, which includes generating revenue while controlling operating cost and expenses to generate positive operating cash flows and obtaining funds from outside sources of financing to generate positive financing cash flows. As of December 31, 2024 and June 30, 2024, the Group had cash and restricted cash of US$667,389 and US$1,984,374, respectively. The Group plans to improve its liquidity through mitigation plans including: 1) enlarging its production to increase the cash inflow from operating activities; 2) pursuing to obtain financial support from credit facilities and equity financing, and 3) improving operating efficiency and cost reduction. There can be no assurances, however, that the current mitigation plans will be achieved or that additional funding will be available on terms acceptable to the Group, or at all. If the Group is unable to obtain sufficient funding, it could be required to delay its development efforts and limit activities, which could adversely affect its business and the consolidated financial statements.

On August 21, 2023, the Group entered into the Agreement and Plan of Merger (the “Merger Agreement”) with Finnovate Acquisition Corp (“Finnovate”), a British Virgin Islands business company listed on NASDAQ as a special purpose acquisition company (“SPAC”).

The accompanying unaudited condensed consolidated financial statements have been prepared on the basis the Group will be able to continue as a going concern for a period of one year after the issuance of the unaudited condensed consolidated financial statements. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, substantial doubt about the Group’s ability to continue as a going concern exists. The unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset and the amounts or classification of liabilities that may result from the outcome of this uncertainty.

4.	ACCOUNTS RECEIVABLE, NET

Accounts receivable, net consisted of the following:

	As of<br><br> December 31,			As of <br><br>June 30,
	2024			2024
Accounts receivable	$	6,150,782		$	2,085,535
Less: Provision for credit losses		(79,186	)		(79,535	)
Accounts receivable, net	$	6,071,596		$	2,006,000

As of December 31, 2024, the Group has pledged accounts receivable in total of US$303,993 (RMB2,218,934) owned or entitled to dispose of by law as the pledged assets to provide guarantee for the short-term loan contracts of US$1,369,994 (RMB10,000,000) signed with China Everbright Bank (Note 10).

Provisions for credit losses of nil and US$74,129 were recorded for the six months ended December 31, 2024 and 2023, respectively.

F-30

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

5.	INVENTORIES

Inventories consisted of the following:

	As of<br><br> December 31,		As of <br><br>June 30,
	2024		2024
Raw materials	$	368,892	$	548,774
Work in progress		883,047		362,789
Finished goods		258,642		755,159
Total inventories	$	1,510,581	$	1,666,722

Inventory write-downs of US$93,451 and US$271,102 were recorded for the six months ended December 31, 2024 and 2023, respectively.

6.	PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET

Prepayments and other current assets, net consist of the following:

	As of<br><br> December 31,			As of <br><br>June 30,
	2024			2024
Loans to third parties^(1)^	$	1,904,127		$	1,409,774
Advances for raw materials		532,738			581,478
Deductible input VAT		421,370			424,624
Advances for services		410,895			122,987
Loans to Finnovate Sponsor L.P.		276,364			169,844
Loans to Finnovate Acquisition Corp.^(2)^		210,000			200,000
Staff advances		32,121			42,050
Deposits		12,265			30,944
Others		115,568			81,498
Gross amount		3,915,448			3,063,199
Less: Provision for credit losses		(183,053	)		(206,168	)
Total prepaid expenses and other current assets, net	$	3,732,395		$	2,857,031
(1)	Loans to third parties represents interest free loans provided<br>to third parties. All of the loans shall be repaid within 1 year since the payment date of each loan, and will be due between July 2024<br>and September 2025. Since July 2023, the Group has provided multiple non-interest-bearing loans to a couple of third-party borrowers<br>(“the Borrowers”), who are business partners of 3A Partners Limited, an affiliate of a consultant of Finnovate Acquisition<br>Corp. (“Finnovate”). Finnovate is a party to the Business Combination Agreement entered into by the Company, Finnovate, and<br>other parties on August 21, 2023 (the “Scage Business Combination Agreement”). In April, 2025, the Group entered into Extension<br>Agreements with the Borrowers, in which the Group has agreed to extend the maturity date<br>to within one month after the closing of an initial Business Combination for the outstanding loans due before April 30, 2025.
---	---

The aggregate balance was US$1,904,127 and US$1,409,774 as of December 31, 2024 and June 30, 2024. In order to facilitate the business combination, the Borrowers utilized the funds to support the financial needs of Sunorange Limited, who is the general partner of the sponsor of Finnovate. Sunorange Limited is a third-party to Scage.

(2)

On January 26, 2024, the Company accepted an unsecured promissory note (the “January 2024 Promissory Note”) in the aggregate principal amount of up to US$1,500,000 from Finnovate, for the Finnovate’s working capital needs. The January 2024 Promissory Note does not bear interest and matures upon the earlier of the closing of an initial Business Combination by the Finnovate and the Finnovate’s liquidation. As of December 31, 2024 and June 30, 2024, the Company had US$210,000 and US$200,000 outstanding under the January 2024 Promissory Note.

F-31

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

6.	PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET (cont.)

The Group recognized reversal of provision for credit losses of US$22,588 and accrued provision for credit losses of US$64,075 for the six months ended December 31, 2024 and 2023, respectively. Reversal of provision for credit losses recognized for the six months ended December 31, 2024 were related to the recovery of other receivables for disposal of R&D purpose vehicles in property and equipment.

7.	LONG-TERM INVESTMENTS

Long-term investments are investment in equity securities.

In October 2024, the Group subscribed for US$4,900,000 (equivalent to 4.9% of total limited partnership interests) in AK Global Investment Limited Partnership Fund (“AK Global Fund”), which is structured under Hong Kong’s Limited Partnership Fund Ordinance and is primarily designed to achieve capital appreciation. The fund primarily invests in privately placed bonds without quotation in public markets. The investment was made in the form of limited partnership interests in AK Global Fund. The investment is subject to a ten-year lock-up period; however, early redemption may be permitted upon presentation of a bona fide commercial rationale and with the approval of the director of the fund.

Between September 2024 and November 2024, the Group invested a total of US$15,100,000 in Matrix Investment 2 SP (“Matrix Fund”), which is incorporated as a segregated portfolio fund and focus on achieving positive investment returns through diversified investments in asset classes including low-risk bonds and Exchange Traded Funds (“ETF”). The investment was made in the form of Class A participating shares of Matrix Fund. The investment is subject to a ten-year lock-up period; however, early redemption may be permitted upon presentation of a bona fide commercial rationale and with the approval of the fund manager.

Both investments are accounted for as equity securities in accordance with ASC 321. Neither of the investments have a readily determinable fair value, and qualify for the NAV practical expedient. Therefore, the Group applies NAV to measure the fair value of equity securities in accordance with ASC 820. There is no indication that both investments are probable of being sold at amounts different from NAV per share. For the six months ended December 31, 2024, fair value changes recognized for equity investments which were measured using NAV practical expedient were nil.

F-32

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

8.	PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consisted of the following:

	As of<br><br> December 31,			As of <br><br>June 30,
	2024			2024
Vehicles	$	1,367,107		$	1,787,852
Machinery and equipment		508,919			476,924
Office and electronic equipment		116,793			115,029
Leasehold improvement		63,230			63,510
Software		11,311			11,361
Construction in Progress		-			3,553
Subtotal		2,067,360			2,458,229
Less: accumulated depreciation of property and equipment		(1,067,425	)		(1,167,822	)
Less: impairment charges of property and equipment		(123,752	)		(199,670	)
Total property and equipment, net	$	876,183		$	1,090,737

Construction in progress as of June 30, 2024 mainly represents the projects relate to modification of vehicles for exhibition and promotion purposes.

Depreciation expense was US$156,544 and US$199,552 for the six months ended December 31, 2024 and 2023, respectively.

Impairment charge was US$49,180 and nil for the six months ended December 31, 2024 and 2023, respectively.

9.	ACCRUED EXPENSES AND OTHER PAYABLES

Accrued expenses and other payables consist of the following:

	As of<br><br> December 31,		As of <br><br>June 30,
	2024		2024
Professional service fees	$	1,656,862	$	251,912
Accrued employee payroll and welfare benefits		1,653,815		1,582,587
Warranty reserve		399,192		143,206
Interest payable		96,024		64,973
Rental fees payable		1,828		-
Loan from a third party		61,716		74,414
Other tax payable		22,823		-
Others		85,008		47,680
Total accrued expenses and other payables	$	3,977,268	$	2,164,772

F-33

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

10.	BORROWINGS

The borrowings as of December 31, 2024 and June 30, 2024 consisted of the following:

	As of<br><br> December 31,		As of <br><br>June 30,
	2024		2024
Short-term borrowings	$	7,397,970	$	8,421,400
Long-term borrowings		2,000,000		-
Total	$	9,397,970	$	8,421,400

As of December 31, 2024 and June 30, 2024, the short-term bank borrowings were for working capital and capital expenditure purposes. Details of the short-term bank borrowings as of December 31, 2024 are summarized as follows:

Lender	Term of loan					Guarantee
China Everbright Bank	2024/2/1	2025/1/24	3.45	%	-	Mr. Chao Gao	Accounts receivable owned or entitled to dispose of by law	7,000,000
China Everbright Bank	2024/8/14	2025/8/13	3.00	%	-	Mr. Chao Gao	Accounts receivable owned or entitled to dispose of by law	3,000,000
Bank of China	2024/2/23	2025/2/20	3.05	%	-	Mr. Chao Gao	Patents	10,000,000
Shanghai Pudong Development Bank	2024/6/28	2025/6/27	3.45	%	-	Mr. Chao Gao	-	5,000,000
Shanghai Pudong Development Bank	2024/8/23	2025/8/23	3.30	%	-	Mr. Chao Gao	-	5,000,000
The Agricultural Bank of China	2024/6/24	2025/6/16	3.25	%	-	Mr. Chao Gao, Nanjing Zijin Financing Guarantee Co., LTD	-	5,000,000
The Agricultural Bank of China	2024/12/30	2025/3/29	2.90	%	-	Mr. Chao Gao	-	5,000,000
Bank of Jiangsu	2024/9/30	2025/9/29	3.00	%	-	Mr. Chao Gao	-	8,000,000
Bank of Nanjing	2024/6/7	2025/6/6	3.70	%	-	Mr. Chao Gao	-	1,000,000
Bank of Nanjing	2024/12/2	2025/12/1	3.50	%	-	Mr. Chao Gao	-	5,000,000

The short-term bank borrowings as of December 31, 2024 were primarily obtained from financial institutions with interest rates ranging from 2.90% to 3.70% per annum. The short-term bank loans as of June 30, 2024 were primarily obtained from financial institutions with interest rates ranging from 3.05% to 3.75% per annum. US$3,013,988 (equivalent to RMB 22,000,000) of the balance that were due as of the date the financial statement issued have been repaid by the Group subsequently.

Interest expense was US$134,966 and US$97,423 for the six months ended December 31, 2024 and 2023, respectively. The weighted average interest rates of short-term bank borrowings outstanding were 3.12% and 3.60% per annum as of December 31, 2024 and June 30, 2024, respectively.

Long-term borrowings as of December 31, 2024 were obtained from third parties. On July 15, 2024, the Group entered into loan agreements with third parties with a maturity period of two years and an annual interest rate of 1%. Interest expense was US$9,315 for the six months ended December 31, 2024.

F-34

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

11.	LEASES

The Group has entered into various non-cancellable operating lease agreements for certain offices, factories and warehouses which are substantially located in PRC. The Group determines if an arrangement is a lease, or contains a lease, at inception and record the leases in the consolidated financial statements upon lease commencement, which is the date when the lessor makes the underlying asset available for use by the lessee. The Group does not have any sales-type or direct financing leases for the six months ended December 31, 2024 and 2023.

The balances for the operating leases are presented as follows within the unaudited condensed consolidated balance sheets:

	As of<br><br> December 31,		As of <br><br>June 30,
	2024		2024
Right-of-use assets	$	204,062	$	283,607
Lease liabilities – current		220,201		167,592
Lease liabilities – non-current		-		86,758
Total operating lease liabilities	$	220,201	$	254,350

The operating lease expense is recognized as cost of sales, selling, general and administrative expenses and research and development expenses.

	For the six months ended<br><br>December 31,
	2024		2023
Operating leases expense excluding short-term lease expense	$	84,645	$	123,031
Short-term lease expense		64,589		12,594
Total	$	149,234	$	135,625

Supplemental information related to operating lease was as follows:

	For the six months ended<br><br> December 31,
	2024			2023
Weighted-average remaining lease term		1.2			2.1
Weighted-average discount rate		4.65	%		4.63	%
Cash paid for amounts included in the measurement of lease liabilities	$	34,149		$	112,329

There was no addition of operating lease assets for the six months ended December 31, 2024 and 2023.

As of December 31, 2024, the maturities of the Group’s operating lease liabilities are as follows:

For the year ending June 30	Amount
2025	$	136,813
2026		87,385
Total minimum lease payment		224,198
Less: interest		(3,997	)
Present value of lease obligation	$	220,201

F-35

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

12.	CONVERTIBLE<br>DEBTS

The balance of convertible debts as of December 31, 2024 and June 30, 2024 consisted of the following:

	As of<br><br> December 31,		As of<br><br> June 30,
	2024		2024
Debt from Shenzhen Deju	$	869,261	$	873,101
Less: Debt issuance costs		-		(1,098	)
Total convertible debt, current	$	869,261	$	872,003

Debt from Shenzhen Deju

In December 2021, the Group entered into a debt agreement with Shenzhen Deju Brothers No.2 Enterprise Management Partnership (“Shenzhen Deju”), and received US$869,261 (RMB6,345,000) cash in January 2022. Pursuant to which Shenzhen Deju would provide US$869,261 (RMB6,345,000) of debt which can be converted into 755,383 shares of Series A Convertible Redeemable Preferred Shares at US$1.18 per share in the form of warrant at Shenzhen Deju’s request. The warrant in nature is a conversion option of the debt, which can be exercised once Shenzhen Deju completes the foreign exchange registration procedures for Overseas Direct Investment (“ODI”) under State Administration for Foreign Exchange (“SAFE”) requirements. The debt must be repaid by the Group to Shenzhen Deju in full either in cash or in certain amount of Series A Convertible Redeemable Preferred Shares converted at US$1.18 per share upon maturity date.

On August 30, 2023, the Group signed the second settlement agreement with Shenzhen Deju, which extended the maturity date to June 30, 2024, on the assumption that the Group would get listed by June 30, 2024. On July 3, 2024, the Group signed the third settlement agreement with Shenzhen Deju, which extended the maturity date to August 31, 2024, on the assumption that the Group would get listed by August 31, 2024. On August 27, 2024, the Group signed the fourth settlement agreement with Shenzhen Deju, which extended the maturity date to September 30, 2024. On October 2, 2024, the Group signed the fifth settlement agreement with Shenzhen Deju, which extended the maturity date to October 31, 2024. On March 25, 2025, the Group signed the sixth settlement agreement with Shenzhen Deju, which extended the maturity date to April 30, 2025. On April 24, 2025, the Group signed the seventh settlement agreement with Shenzhen Deju, which extended the maturity date to May 31, 2025.

Accounting for the debt with a conversion option inthe form of warrant

The Group determined that the above warrant issued to Shenzhen Deju is not freestanding financial instruments, which in nature is a conversion option of the debt, as the debt must be repaid by the Group to Shenzhen Deju in full either in cash or in certain amount of Series A Convertible Redeemable Preferred Shares converted at US$1.18 per share upon maturity date. The combined instruments issued to Shenzhen Deju is substantially equivalent to convertible debt.

The Group accounted for the convertible debt as a liability, which is subsequently stated at amortized cost with any difference between the initial carrying value and the debt issuance costs using the effective interest method over the period from the issuance date to the maturity date. The payment of interest is contingent upon the occurrence of certain conditions. The Group only accrues interest when conditions are considered probable. The amendments on extension of maturity date was not accounted for debt extinguishment, as the cash flow effect resulting from the changed terms on a present value basis is less than 10 percent, and the modification on the debt instrument is not considered to be substantially different.

The unamortized debt issuance costs of nil and US$1,098 were presented as a direct deduction from the principal amount of the convertible debt in the unaudited condensed consolidated balance sheets as of December 31, 2024 and June 30, 2024.

F-36

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

13.	CONVERTIBLE REDEEMABLE PREFERRED SHARES

The Group completed several rounds of equity financing as follows:

Series Angel

In December 2020, two investors (“Series Angel Investors”) and the Group entered into Series Angel convertible redeemable preferred shares (“Series Angel Convertible Redeemable Preferred Shares”) investment agreement, with the aggregate investment amount of US$2,652,066 (RMB17,250,000) at US$0.19 per share for 13,613,762 shares in aggregate.

Series Pre-A

In April 2021, six investors and the Group entered into Series Pre-A convertible redeemable preferred shares (“Series Pre-A Convertible Redeemable Preferred Shares”) investment agreement, with the aggregate investment amount of US$5,903,423 (RMB38,000,000) at US$0.47 per share for 12,495,712 shares in aggregate. In June 2021, the Group, one of six investors and a new investor signed the transfer of shareholding agreements, where one of the six investors transferred a portion of its investment, 1,308,732 shares (equivalent to the investment amount of US$608,705 (RMB4,000,000) to the new investor (seven investors collectively “Series Pre-A Investors”). This is considered as equity transaction between the former shareholder and the new investor; no accounting impact to the consolidated financial statement of the Group as a result of such transaction. During the year ended June 30, 2023, the Group received proceeds of US$77,634 (RMB520,000) from Series Pre-A Convertible Redeemable Preferred Shares, and since then all the receivables for Series Pre-A convertible redeemable preferred shares has been collected.

Series A

In September 2022, the Group entered into Series A convertible redeemable preferred shares (“Series A Convertible Redeemable Preferred Shares”) investment agreement with Gongqingcheng Lanyan and three new investors (“Series A Investors”), with the aggregate investment amount of US$6,010,445 (RMB42,690,000) at US$1.18 per share for 5,082,112 shares, and US$716,947 (RMB5,100,000) out of this total investment amount was provided by Gongqingcheng Lanyan through conversion of the debt of US$716,947 (RMB5,100,000) from Gongqingcheng Lanyan. During the years ended June 30, 2024 and 2023, the Group received proceeds of US$889,816 (RMB6,345,000) and US$4,398,320 (RMB31,000,000) from Series A Convertible Redeemable Preferred Shares investors, and the receipt of this proceed reduced the balance of receivables for Series A convertible redeemable preferred shares.

As of December 31, 2024 and June 30, 2024, the above issued convertible redeemable preferred shares (“Convertible Redeemable Preferred Shares”) in the unaudited condensed consolidated balance sheets were stated at the redemption value, net of the unreceived investment amount of US$732,262 and US$735,496, respectively. Receivables for convertible redeemable preferred shares as of December 31, 2024 represent investment from one Series A Investors who signed investment agreements in September 2022, for which the corresponding 755,383 Series A convertible redeemable preferred shares have been issued.

F-37

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

13.	CONVERTIBLE REDEEMABLE PREFERRED SHARES (cont.)

The following table summarized the roll-forward of the carrying amount of the convertible redeemable preferred shares for the six months ended December 31, 2024 and 2023:

****	Series Angel		Series Pre-A		Series A		****
****	Convertible		Convertible		Convertible		****
****	Redeemable		Redeemable		Redeemable		****
****	Preferred		Preferred		Preferred		****
Mezzanine Equity	Shares		Shares		Shares		Total
Balance as of June 30, 2023	$	3,568,326	$	7,860,659	$	7,218,706	$	18,647,691
Proceeds from Series Pre-A Convertible Redeemable Preferred Shares		-		-		889,816		889,816
Foreign exchange adjustment		76,092		167,623		157,792		401,507
Balance as of December 31, 2023	$	3,644,418	$	8,028,282	$	8,266,314	$	19,939,014
****	Series Angel		****	Series Pre-A		****	Series A		****	****		****
---	---	---	---	---	---	---	---	---	---	---	---	---
****	Convertible		****	Convertible		****	Convertible		****	****		****
****	Redeemable		****	Redeemable		****	Redeemable		****	****		****
****	Preferred		****	Preferred		****	Preferred		****	****		****
Mezzanine Equity	Shares		****	Shares		****	Shares		****	Total		****
Balance as of June 30, 2024	$	3,560,518		$	7,843,461		$	8,076,013		$	19,479,992
Foreign exchange adjustment		(15,658	)		(34,493	)		(35,516	)		(85,667	)
Balance as of December 31, 2024	$	3,544,860		$	7,808,968		$	8,040,497		$	19,394,325

Key terms of the convertible redeemable preferred shares are as follows:

Conversion

Each convertible redeemable preferred shares shall be convertible, at the option of the holder thereof, to such number of ordinary shares on a one-for-one basis at any time after the issue date. The initial conversion price is the issuance price of convertible redeemable preferred shares, subject to adjustment for (1) share splits and combinations, (2) ordinary share dividends and distributions, (3) other dividends, (4) reorganizations, mergers, consolidations, reclassification, exchange, and substitution, and (5) for dilutive issuance.

Each preferred share shall automatically be converted into ordinary shares, based on the then-effective conversion price for each convertible redeemable preferred share, without the payment of any additional consideration, into fully-paid and non-assessable ordinary shares upon the earlier of the closing of (a) the Qualified IPO, or (b) the date specified by written consent or agreement of holders within each round of Convertible Redeemable Preferred Shares holding 50% or more of the issued and outstanding Convertible Redeemable Preferred Shares.

Qualified IPO is defined as a firm commitment underwritten public offering of the shares of the Company or the Group in a PRC or international stock exchange (including Shanghai Stock Exchange, Shenzhen Stock Exchange, Beijing Stock Exchange, Hong Kong Stock Exchange, New York Stock Exchange (NYSE) and NASDAQ Stock Exchange.

F-38

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

13.	CONVERTIBLE REDEEMABLE PREFERRED SHARES (cont.)

Redemption

Upon the occurrence of any of following circumstances (“Redemption Triggering Event”):

(a)	prior to December 31, 2025 (or such later date as agreed),<br>the Company (i) fails to complete a qualified IPO; (ii) a security regulatory authority (including but not limited to the securities<br>regulatory commission, the stock exchange, etc.) decides not to approve the initial public offering of the Company or the Company withdraws<br>such application; or (iii) the occurrence of a substantial obstacle to the consummation of the Qualified IPO that the certified accountants<br>appointed by the Company are unable to issue an unqualified audit report;
(b)	any material breach of representation, warranties, obligation<br>or agreement as set forth in the Shareholder Agreement, the Share Purchase Agreement and the Memorandum and Articles by any of the Mr.<br>Chao Gao and his holding companies (collectively, the “Founder Parties”), which results in a substantial loss to the Company<br>and/or the shareholders of ordinary shares and convertible redeemable preferred shares (collectively, “Investor”);
---	---
(c)	material integrity issue of the Founder Parties or any employees<br>or member of the senior management directly or indirectly hold any shares of the Company, including the existence of off-book income<br>of the Group Companies beyond the acknowledgement of the Investor, the material internal control leak of the Group Companies which is<br>intentionally caused by the Founder Parties, the occurrence of which has or will result in substantial loss of the Company and/or the<br>Investor;
---	---
(d)	the redemption of shares of other shareholders of the Company<br>by the Group or the Founder Parties;
---	---
(e)	the Founder Parties no longer devote major of their attention<br>to the operation of the Group Companies, including the resignation from the Group Companies, being appointed by other companies engaging<br>in a business which in competition with the Business of the Group Companies, or participant, operate or invest in the companies which<br>are in competition with the Group Company (other than the circumstance that the Investor have already known and approved);
---	---
(f)	other circumstances result in the change of the ultimate<br>controlling shareholder of the Company;
---	---
(g)	the main business of the Group is forbidden by applicable<br>laws and regulations, or the alter of main business without approval of Investors;
---	---
(h)	any unclear, lost, infringement of third parties’ legal<br>rights arising out of or relating to the core techniques and intellectual property which results in a material or substantial loss to<br>the Company;
---	---
(i)	unless otherwise agreed by the Investors, the dismission<br>or breach of the undertake of full-time work or the non-competition agreement over half of the key employees.
---	---

After the occurrence of the Redemption Triggering Event, each holder of the Convertible Redeemable Preferred Shares has the right to request for the redemption of part or all of the Convertible Redeemable Preferred Shares held by them. The redemption is exercised in the sequence of Series A Convertible Redeemable Preferred Share, Series Pre-A Convertible Redeemable Preferred Share, and Series Angel Convertible Redeemable Preferred Share.

Redemption value (“Redemption Value”) with respect to each Series A Convertible Redeemable Preferred Share, Series Pre-A Convertible Redeemable Preferred Share, and Series Angel Convertible Redeemable Preferred Share, shall equal the sum of 150% of the issue price corresponding to each series of the convertible redeemable preferred share, plus all declared but unpaid dividends.

Liquidation Preference

In the event of any liquidation events of the Company, the investor shall have the right to require the Company, after the payment of remuneration and welfare of employee, tax, and unpaid debt, to pay the liquidation amount to the Investor prior to founder party and any other ordinary shareholders of the Company. Liquidation events include: (i) the dissolution, insolvency, winding up, or liquidation of the Company under applicable laws and regulations; (ii) any merger or acquisition of the Company, in which all shareholders then together hold less than 50% equity interest in the Company or the survival entity; (iii) any substantial sale of all or major assets of Company, or any substantial sale or exclusive license of all intellectual property of the Company.

F-39

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

13.	CONVERTIBLE REDEEMABLE PREFERRED SHARES (cont.)

The liquidation preference is exercised in the sequence of Series A Preferred Shares, Series Pre-A Preferred Shares, and Series Angel Preferred Shares. Upon the occurrence of liquidation events, the holders of Preferred Share shall be entitled to receive the liquidation amount (“Liquidation Amount”) equal to 100% of the original purchase price of Convertible Redeemable Preferred Shares, plus the annual interest of 12% of the original purchase price and plus all declared but unpaid dividends on each Preferred Share. If the assets of the Company are insufficient to make payment of the 100% investment amounts to the holders of convertible redeemable preferred shares, the holders of Convertible Redeemable Preferred Shares are entitled to the amounts ratably in proportion to the full amount to which the holders are entitled. After the full payment of the Liquidation Amount as defined above, the remaining assets and the proceeds available for distribution shall be distributed among all shareholders of the Company pro rata to their then share proportion at the time of the liquidation.

Dividends

Each holder of a Preferred Share shall be entitled to receive dividends, in pari passu with each holder of any other class or series of Shares of the Company. Such dividends shall be payable only when, as, and if declared by the Board of Directors and shall be non-cumulative. No dividend was declared or accrued for the six months ended December 31, 2024 and 2023.

Voting Rights

The holder of a Preferred Share shall be entitled to such number of votes as equals the whole number of ordinary shares into which such holder’s collective Convertible Redeemable Preferred Shares are convertible immediately after the close of business on the record date of the determination of the Company’s members entitled to vote. Each series of Convertible Redeemable Preferred Shares are allowed to vote separately with respect to any matters.

Accounting for the Convertible Redeemable PreferredShares

The Group has classified the convertible redeemable preferred shares as mezzanine equity as these Convertible Redeemable Preferred Shares are contingently redeemable upon the occurrence of an event not solely within the control of the Group. Each issuance of the convertible redeemable preferred shares is recognized at the respective issue price at the date of issuance net of issuance costs. In addition, the Group adjusts changes in the redemption value of the convertible redeemable preferred shares based on the 150% of the original purchase price of each series of Convertible Redeemable Preferred Shares, as defined in the Redemption Value. The change in redemption value is recorded against retained earnings, or in the absence of retained earnings, against additional paid-in capital. Once additional paid-in capital has been exhausted, additional charges are recorded by increasing the accumulated deficit.

F-40

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

14.	REDEEMABLE NON-CONTROLLING INTERESTS

On January 23, 2024, Beijing Scage Future Automobile Co., Ltd. (“Beijing Scage Future”), entered into a shareholder agreement (“Shareholder Agreement”) with Qingdao Guodao Yinsheng No. 3 Venture Capital Fund Partnership (L.P.) (“Guodao”), in which Guodao will inject US$4,225,412 (RMB30,000,000) for 6% equity interests of Beijing Scage Future. On April 2, 2024, Beijing Scage Future received US$2,765,487 (RMB20,000,000) from Guodao. On May 20, 2024, the Industrial and Commercial Registration process for the transfer of the 4% equity interests, corresponding to the investment amount received, has been completed, and thereafter, Guodao has become a non-controlling interest shareholder of Beijing Scage Future. The investment from Guodao is also subject to the below redemption terms:

Redemption right

Within two years from the Shareholder Agreement and related documents being legally signed, Guodao has the right to choose whether to redeem the investment in either one of the redemption mechanisms as stated below.

Redemption Mechanisms

(a)

Cash Redemption: When Guodao exercises its redemption right, Beijing Scage Future and/or the founder of Beijing Scage Future, Mr. Gao Chao, shall repurchase the corresponding equity interests invested by Guodao in cash. The redemption price consists of two portions: (A) the Company is responsible for the principal of the initial investment with 15% of simple interest per annum accrued started from the remittance date; (B) the Founder is responsible for the percentage of equity interests (i.e. 4%) that Guodao invested in the equity value of Beijing Scage Future minus the redemption amount that the Company is responsible for. The equity value of Beijing Scage Future shall be no less than RMB833 million at the time of redemption. The redemption period is within two years from the Shareholder Agreement was signed, i.e. from January 24, 2024 to January 23, 2026.

(b)

Share Swap to Equity Interest in the Group: Guodao would first request Beijing Scage Future to return the investment in full, and then Guodao will reinvest in Scage International Limited to obtain certain percentage of equity interest in Scage International Limited in the form of outbound direct investment (ODI). The percentage of equity interest to be obtained and the entity value of Scage International Limited will be negotiated by both parties at the time of redemption.

---

For initial recognition, on the date the Group received cash investment, the Group initially recorded the carrying amount at cash consideration. In determining subsequent measurement, the Group first attributed noncontrolling interest share of the Beijing Scage Future’s net loss pursuant to ASC 810-10, then adjust the noncontrolling interest to the maximum redemption amount (if higher) according to ASC 480-10-S99-3A. The Group recognized the maximum redemption amount including responsibilities of both the Group and the Founder as Guodao can enforce payment of the full obligation against the Group according to the Shareholder Agreement.

Mezzanine Equity – Redeemable Non-controlling Interests	Redeemable<br> Non-controlling<br> Interests
Balance as of June 30, 2023	$	-
Contribution from redeemable non-controlling interests		2,765,487
Attribution of net loss		(7,738	)
Accretion of redeemable non-controlling interests		1,851,388
Foreign exchange adjustment		(24,153	)
Balance as of June 30, 2024		4,584,984
Attribution of net loss		(409	)
Foreign exchange adjustment		(19,754	)
Balance as of December 31, 2024	$	4,564,821

F-41

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

15.	ORDINARY SHARES

The Group’s authorized share capital is US$50,000 divided into 5,000,000,000 shares consisting of: (i) 4,968,808,414 are designated as Ordinary Shares with a par value of US$0.00001 each; (ii) 13,613,762 designated as Series Angel Convertible Redeemable Preferred Shares with a par value of US$0.00001 each; (iii) 12,495,712 designated as Series Pre-A Convertible Redeemable Preferred Shares with a par value of US$0.00001 each; and (iv) 5,082,112 designated as Series A Convertible Redeemable Preferred Shares with a par value of US$0.00001 each.

On August 23, 2024, a Subscription Agreement (“Subscription Agreement of MOUETTE”) was entered into between the Company and MOUETTE CAPITAL COMPANY LTD. (“MOUETTE”), in which MOUETTE promises to subscribe 1,721,171 ordinary shares with par value US$0.00001 per share in the capital of the Company, at a purchase price of US$5.81 per share, for an aggregate purchase price of US$10,000,000 (“Subscription Amount of MOUETTE”).

On October 20, 2024, another Subscription Agreement (“Subscription Agreement of MOUETTE”) was entered into between the Company and MOUETTE CAPITAL COMPANY LTD. (“MOUETTE”), in which MOUETTE promises to subscribe another 1,721,171 ordinary shares with par value US$0.00001 per share in the capital of the Company, at a purchase price of US$5.81 per share, for an aggregate purchase price of US$10,000,000 (“Subscription Amount of MOUETTE”).

The Company received all US$20,000,000 investment funds as of December 31, 2024, and issued 3,442,342 ordinary shares upon receiving the full subscription amount from MOUETTE. As of December 31, 2024 and June 30, 2024, there were 108,208,805 and 104,766,463 shares issued and outstanding.

16.	TAXATION

Cayman Islands

The Company is incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, the Company is not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholdings tax in the Cayman Islands.

British Virgin Islands

Under the current laws of the British Virgin Islands, entities incorporated in British Virgin Islands are not subject to tax on their income or capital gains.

Hong Kong

PRC

F-42

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

16.	TAXATION (cont.)

F-43

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

16.	TAXATION (cont.)

The income tax provision consists of the following components:

	For the six months ended<br><br> December 31,
	2024		2023
Current income tax expense	$	-	$	-
Deferred income tax benefit		-		-
Total income tax benefit	$	-	$	-

A reconciliation between the Group’s actual provision for income taxes and the provision at the PRC, mainland statutory rate is as follows:

	For the six months ended<br><br>December 31,
	2024			2023
Loss before income tax expense	$	4,013,532		$	2,761,628
Income tax expense at the PRC statutory rate of 25%		1,003,383			690,407
Impact of different tax rates in other jurisdictions		(125,335	)		(75,681	)
Effect of preferential tax rate^(a)^		(444,128	)		(335,187	)
Tax effect of entertainment expense		(90,466	)		(91,677	)
Tax effect of welfare expense		-			-
Tax effect of R&D expense additional deduction		199,957			229,980
Tax effect of non-deductible expenses		4,224			(59,519	)
Tax effect of true-up on NOL		(11,626	)		-
Change in valuation allowance		(536,009	)		(358,323	)
Income tax expense	$	-		$	-
(a)	The Group’s subsidiary Nanjing Scage is subject to a favorable<br>tax rate of 15% as a “High and New Technology Enterprise” (“HNTE”), all the Group’s other subsidiaries<br>are subject to a favorable tax rate of 5% or 5% as small, low-profit enterprises. For the six months ended December 31, 2024 and 2023,<br>per share effect of preferential tax were (US$0.004) and (US$0.003), respectively.
---	---

As of December 31, 2024 and June 30, 2024, the significant components of the deferred tax assets and deferred tax liabilities are summarized below:

	As of<br><br> December 31,			As of <br><br>June 30,
	2024			2024
Deferred tax assets:
Net operating loss carry-forwards	$	2,527,808		$	2,107,134
Excess advertising expense		2			2
Allowance for credit losses		34,093			36,061
Inventory write-downs		204,563			191,624
Impairment of long-lived assets		17,498			17,038
Accrued expenses		169,263			81,123
Operating lease liabilities		33,029			38,152
Net-off with deferred tax liabilities		(56,018	)		(57,288	)
Total deferred tax assets		2,930,238			2,413,846
Less: Valuation allowance		(2,930,238	)		(2,413,846	)
Total deferred tax assets, net	$	-		$	-

F-44

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

16.	TAXATION (cont.)
	As of<br><br> December 31,			As of<br><br> June 30,
---	---	---	---	---	---	---
	2024			2024
Deferred tax liabilities:
Accelerated depreciation of fixed assets	$	(3,228	)	$	(4,557	)
Fixed assets cost adjustment arise from internal transactions		(22,181	)		(10,190	)
Right-of-use assets		(30,609	)		(42,541	)
Net-off with deferred tax assets		56,018			57,288
Total deferred tax assets, net	$	-		$	-

Changes in valuation allowance are as follows:

	For the six months ended<br><br>December 31,
	2024			2023
Balance at the beginning of the period	$	2,413,846		$	1,731,915
Additions		560,553			367,207
Utilization		(24,544	)		(8,884	)
Effect of change of preferential tax rate		-			-
Foreign exchange effect		(19,617	)		43,735
Balance at the end of the period	$	2,930,238		$	2,133,973

According to PRC tax regulations, the PRC enterprise net operating loss can generally be carried forward for no longer than five years, and HNTE’s net operating losses can be carried forward for no longer than ten years, starting from the year subsequent to the year in which the loss was incurred. The Group will re-apply for the HNTE certificate when the prior certificate expires in the foreseeable future. As of December 31, 2024 and June 30, 2024, the Group had net operating loss carryforwards of US$18,534,188 and US$15,565,700, respectively, which arose from the Group’s subsidiaries established in the PRC. As of December 31, 2024, net operating loss carryforwards from PRC will expire in calendar years 2026 through 2035, if not utilized.

As of December 31, 2024 and June 30, 2024, the Group did not recognize any net deferred tax assets, as the Group has provided a valuation allowance of US$2,930,238 and US$2,413,846, respectively, for which it has concluded that it is more likely than not that these net operating losses would not be utilized in the future due to the Group’s history of losses.

Uncertain Tax Position

As of December 31, 2024 and June 30, 2024, the Group did not have any unrecognized uncertain tax positions and the Group does not believe that its unrecognized tax benefits will change over the next twelve months. For the six months ended December 31, 2024 and 2023, the Group did not incur any interest and penalties related to potential underpaid income tax expenses. In general, the PRC tax authority has up to five years to conduct examinations of the Company’s tax filings. As of December 31, 2024, tax years from 2020 through 2024 for the Group’s affiliated entities in the PRC remain open for statutory examination by the PRC tax authorities.

F-45

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

17.	NET LOSS PER SHARE

The following table sets forth the basic and diluted net loss per share computation and provides a reconciliation of the numerator and denominator for the periods presented:

	For the six months ended<br><br> December 31,
	2024			2023
Numerator:
Net loss attributable to Scage International	$	(3,950,799	)	$	(2,644,038	)
Denominator:
Weighted average number of ordinary shares – basic and diluted		105,556,509			104,766,463
Net loss per ordinary share
– Basic and diluted	$	(0.04	)	$	(0.03	)

Basic and diluted net loss per ordinary share is computed using the weighted average number of ordinary shares outstanding during the periods. There is no accretion for convertible redeemable preferred shares and redeemable non-controlling interests during the periods. The effects of all outstanding convertible redeemable preferred shares and any shares subject to conversion from convertible debts were excluded from the computation of diluted loss per share in each of the applicable periods as their effects would be anti-dilutive during the respective periods. For the six months ended December 31, 2024 and 2023, the number of the above shares excluded in calculation were 31,946,969 and 31,946,969, respectively.

18.	RELATED PARTY TRANSACTIONS

Nature of relationship with related parties

The following is a list of related parties, with which the Group has transactions:

No.	Name of Related Parties	Relationship
1	Mr. Chao Gao	Principal Shareholder of the Group, Chairman of the Board, Director and Chief Executive Officer
2	Mr. Jimin An	Director and Chief Executive Officer of subsidiaries
3	Mr. Ziqian Guan	Chief Operating Officer
4	Mr. Yuanchi Guo	Interim Chief Financial Officer
5	Mr. Linfang Dong	Principal Shareholder of Scage Xinjiang
6	Nanjing Feiqizhi Logistics Technology Co., Ltd.	Shared the same Supervisor with the Group
7	Mr. Qiang Fu	Supervisor of subsidiaries
8	Ms. Min Wu	Director of Scage Nanjing
9	Scage Future	Controlled by Gao Chao
10	Mr. Jianhua Xia	Minority Shareholder of Scage Hunan

Related parties transaction

Significant transactions with related parties during the six months ended December 31, 2024 and 2023 were as follows:

		For the six months ended
		December 31,
Related parties	Nature	2024		2023
Mr. Chao Gao	Proceeds of loans from a related party	$	153,243	$	-
	Repayments of loan borrowed from a related party		9,580		250,183
Mr. Jimin An	Expenses paid on behalf of the Company by a related party		105,246		-
	Advance to a related party for daily operation		76,219		53,907
	Proceeds of loans from a related party		445,888		-
	Repayments of a loan from/to a related party		479,329		-
	Collection of advance to a related party for daily operation		-		249,160
Mr. Ziqian Guan	Reimbursement for expenses paid on behalf of the Company by a related party		75,726		54,512
	Expenses paid on behalf of the Company by a related party		76,486		91,804

F-46

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

18.	RELATED PARTY TRANSACTIONS (cont.)

Related parties balance

Amounts due from related parties as of December 31, 2024 and June 30, 2024 were as follows:

		As of		As of
		December 31,		June 30,
Related parties	Nature	2024		2024
Scage Future	Advances	$	39,489	$	39,489
Nanjing Feiqizhi Logistics Technology Co., Ltd.	Lease income receivables		-		14,036
Mr. Ziqian Guan	Advances		5,480		-
Gross amount			44,969		53,525
Less: Provision for credit losses			-		(14,036	)
Total amount due from related parties, net		$	44,969	$	39,489

The Group recognized reversal of provision for credit loss of amount due from related parties of US$14,213 and accrued provision for credit loss of amount due from related parties of US$83 for the six months ended December 31, 2024 and 2023, respectively. Reversal of provision for credit loss of amount due from related parties for the six months ended December 31, 2024 were related to the recovery of the receivables for rental of vehicles.

Amounts due to related parties as of December 31, 2024 and June 30, 2024 were as follow:

		As of		As of
		December 31,		June 30,
Related parties	Nature	2024		2024
Mr. Chao Gao^(1)^	Loan and interest payable	$	322,200	$	181,715
Mr. Jimin An	Loan and interest payable		10,303		43,548
Mr. Jianhua Xia	Payments for daily operations		2,466		-
Mr. Qiang fu	Payments for daily operations		1,903		872
Nanjing Feiqizhi Logistics Technology Co., Ltd.	Payables for raw materials		1,697		1,705
Mr. Yuanchi Guo	Payments for daily operations		785		789
Mr. Ziqian Guan	Payments for daily operations		-		10,258
Total amount due to related parties		$	339,354	$	238,887
(1)	On March 15, 2020, Mr. Chao Gao signed a loan agreement<br>with the Group and lent US$15,137 (RMB110,000, “First Loan”) to the Group for daily operations, with interest at a rate of<br>4% per annum. The loan has been fully repaid by the Group on November 20, 2023. On January 4, 2023, Mr. Chao Gao signed<br>a loan agreement with the Group and agreed to lend US$605,460 (RMB4,400,000, “Second Loan”) to the Group for daily operations,<br>with interest at a rate of 4% per annum. The remaining interest-free loans that the Group borrowed from Mr. Chao Gao are unsecured and<br>due on demand of Mr. Chao Gao. US$261,785 of the balance has been repaid by the Group as of December 31, 2024 and the amounts due<br>to Mr. Chao Gao was US$322,200 as of December 31, 2024.
---	---

F-47

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

19.	CONCENTRATION OF CREDIT RISK

Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of accounts receivable. The Group conducts credit evaluations of its customers, and generally does not require collateral or other security from them. The Group evaluates its collection experience and long outstanding balances to determine the need for an allowance for credit losses. The Group conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable.

The following table sets forth a summary of single customers who represent 10% or more of the Group’s total revenues.

	For the six months ended<br><br>December 31,
	2024			2023
Percentage of the Group’s total revenues
Customer A		72.37	%		*
Customer B		25.28	%		96.57	%
*	represents percentage less than 10%
---	---

The following table sets forth a summary of single customers who represent 10% or more of the Group’s total accounts receivable:

	As of<br><br> December 31,			As of<br><br> June 30,
	2024			2024
Percentage of the Group’s accounts receivable from
Customer A		93.44	%		*
Customer B		5.17	%		95.64	%
*	represents percentage less than 10%
---	---

The following table sets forth a summary of single suppliers who represent 10% or more of the Group’s total purchase:

	For the six months ended<br><br>December 31,
	2024			2023
Percentage of the Group’s total purchase
Supplier A**		68.94	%		*
Supplier B		16.02	%		*
Supplier C		*			50.51	%
Supplier D		*			34.83	%
*	represents percentage less than 10%
---	---
**	Supplier A and Customer B are the same party.
---	---

The following table sets forth a summary of single suppliers who represent 10% or more of the Group’s total accounts payable:

	As of<br><br> December 31,			As of <br><br>June 30,
	2024			2024
Percentage of the Group’s accounts payable to
Supplier A**		95.06	%		*
Supplier E		*			19.31	%
Supplier D		*			13.56	%
Supplier F		*			12.97	%
Supplier G		*			10.13	%
*	represents percentage less than 10%
---	---
**	Supplier A and customer B are the same party.
---	---

F-48

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

20.	COMMITMENTS AND CONTINGENCIES

Contingencies

The Group may be involved in various legal proceedings, claims and other disputes arising from the commercial operations, projects, employees and other matters which, in general, are subject to uncertainties and in which the outcomes are not predictable. The Group determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. Although the outcomes of these legal proceedings cannot be predicted, the Group does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity. As of December 31, 2024, the Group is not a party to any material legal or administrative proceedings.

21.	RESTRICTED NET ASSETS

A significant portion of the Group’s operations are conducted through its PRC (excluding Hong Kong) subsidiaries, the Group’s ability to pay dividends is primarily dependent on receiving distributions of funds from subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by our subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations, and after it has met the PRC requirements for appropriation to statutory reserves. The Group is required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entity’s registered capital. Appropriations to the surplus reserve are made at the discretion of the shareholders. Paid-in capital of our subsidiaries included in the Company’s consolidated net assets are also non-distributable for dividend purposes.

As a result of these PRC laws and regulations, the Group’s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company. As of December 31, 2024 and June 30, 2024, net assets restricted in the aggregate, which include paid-in capital and statutory reserve funds of the Group’s PRC subsidiaries, that are included in the consolidated net assets were US$0.3 million and nil, respectively.

22.	SUBSEQUENT EVENTS

The Group has evaluated the impact of events that have occurred subsequent to December 31, 2024, through the issuance date of the unaudited condensed consolidated financial statements, and concluded that no other subsequent events have occurred that would require recognition in the unaudited condensed consolidated financial statements or disclosure in the notes to the unaudited condensed consolidated financial statements.

23.	CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

Regulation S-X requires the condensed financial information of a registrant shall be filed when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. For purposes of the above test, restricted net assets of consolidated-subsidiaries shall mean the amount of the registrant’s proportionate share of net assets of consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by subsidiaries in the form of loans, advances or cash dividends without the consent of a third party. The condensed parent company financial statements have been prepared in accordance with Rule 12-04. Schedule of Regulation S-X as the restricted net assets of the Company’s PRC subsidiary exceed 25% of the consolidated net assets of the Company.

The Company performed a test on the restricted net assets of consolidated subsidiary in accordance with U.S. Securities and Exchange Commission Regulation S-X Rule 4-08 (e) (3), “General Notes to Financial Statements” and concluded that it was applicable for the Company to disclose the financial statements for the parent company.

The condensed financial information of the parent company, Scage, has been prepared using the same accounting policies as set out in Company’s unaudited condensed consolidated financial statements except that the parent company has used the equity method to account for its investment in its subsidiaries. The Company’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries.

The Company’s share of income and losses from its subsidiaries is reported as incomes from subsidiaries in the accompanying condensed financial information of parent company.

F-49

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

23.	CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (cont.)

The Company is incorporated in the Cayman Islands. Under the current laws of the Cayman Islands. The Company is not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholdings tax in the Cayman Islands.

Condensed balance sheets

			As of <br><br>June 30,
			2024
Assets
Current assets
Cash	1,599		$	2,665
Prepaid expenses and other current assets	1,070,513			42,700
Amounts due from related parties	82,186			229,157
Total current assets	1,154,298			274,522
Non-current assets
Deferred offering costs	67,214			50,320
Investment in subsidiaries	12,972,698			-
Total non-current assets	13,039,912			50,320
Total assets	14,194,210		$	324,842
Liabilities
Current liabilities
Accrued expenses and other payables	1,501,804		$	5,000
Accounts payable	4,930			-
Total current liabilities	1,506,734			5,000
Non-current liabilities
Investment deficit in subsidiaries	-			2,253,434
Total non-current liabilities	-			2,253,434
Total liabilities	1,506,734			2,258,434
Mezzanine equity (Aggregate liquidation preference of 17,310,168 and 16,622,139 as of December 31, 2024 and June 30, 2024, respectively)
Series Angel convertible redeemable preferred shares (par value 0.0001 per share, 13,613,762 shares authorized, issued and outstanding as of December 31, 2024 and June 30, 2024, respectively)	3,544,860			3,560,518
Series Pre-A convertible redeemable preferred shares (par value 0.0001 per share, 12,495,712 shares authorized, issued and outstanding as of December 31, 2024 and June 30, 2024, respectively)	7,808,968			7,843,461
Series A convertible redeemable preferred shares (par value 0.0001 per share, 5,082,112 shares authorized, issued and outstanding as of December 31, 2024 and June 30, 2024, respectively)	8,772,759			8,811,509
Receivables for Series A convertible redeemable preferred shares	(732,262	)		(735,496	)
Redeemable non-controlling interests	4,564,821			4,584,984
Total mezzanine equity	23,959,146			24,064,976
Shareholders’ deficit
Ordinary shares	1,082			1,048
Additional paid-in capital	18,478,632			-
Accumulated deficit	(31,220,141	)		(27,269,342	)
Accumulated other comprehensive income	1,468,757			1,269,726
Total Scage shareholders’ deficit	(11,271,670	)		(25,998,568	)
Total liabilities, mezzanine equity and shareholders’ deficit	14,194,210		$	324,842

All values are in US Dollars.

F-50

SCAGE INTERNATIONAL LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except for share andper share data, or otherwise noted)

23.	CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (cont.)

Condensed statements of operations and comprehensiveloss

	For the six months ended <br> December 31,
	2024			2023
Operating loss:
General and administrative expenses	$	(336,587	)	$	(72,100	)
Share of loss from subsidiaries		(3,651,229	)		(2,572,052	)
Total operating loss		(3,987,816	)		(2,644,152	)
Interest income, net		37,017			114
Total other income, net		37,017			114
Loss before income taxes		(3,950,799	)		(2,644,038	)
Income tax expense		-			-
Net loss attributable to Scage International Limited		(3,950,799	)		(2,644,038	)
Accretion of convertible redeemable preferred shares		-			-
Accretion for redeemable NCI		-			-
Net loss attributable to Scage International Limited’s ordinary shareholders		(3,950,799	)		(2,644,038	)
Net loss attributable to Scage International Limited		(3,950,799	)		(2,644,038	)
Other comprehensive loss:
Foreign currency translation difference		199,031			(444,833	)
Total comprehensive loss attributable to Scage International Limited		(3,751,768	)		(3,088,871	)
Accretion of convertible redeemable preferred shares		-			-
Accretion for redeemable NCI		-			-
Comprehensive loss attributable to Scage International Limited’s ordinary shareholders	$	(3,751,768	)	$	(3,088,871	)

Condensed statements of cash flows

	For the six months ended <br> December 31,
	2024			2023
Cash flows from operating activities:
Net loss attributable to Scage International Limited	$	(3,950,799	)	$	(2,644,038	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Equity in loss of subsidiaries		3,950,799			2,644,038
Net cash provided by operating activities		-			-
Net cash used in investing activities		(106,520	)		-
Net cash provided by financing activities		105,454			587,093
Net change in cash		(1,066	)		587,093
Cash at beginning of period		2,665			-
Cash at end of period	$	1,599		$	587,093

F-51

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM

To the Shareholders and Board of Directors of

Scage International Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Scage International Limited and its subsidiaries (the “Company”) as of June 30, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, changes in shareholders’ deficit and cash flows for each of the two years in the period ended June 30, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph—Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 3, the Company has significant accumulated deficits, has incurred significant losses and negative cash flows from operating activities and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum Asia CPAs LLP

Marcum Asia CPAs LLP

We have served as the Company’s auditor since 2023.

New York, New York

October 18, 2024

F-52

SCAGE INTERNATIONAL LIMITEDCONSOLIDATED BALANCE SHEETS(In U.S. dollars, except for share and per share data, or otherwise noted)

	As of June 30,
	2024		2023
ASSETS
Current assets:
Cash	$	1,977,494	$	172,703
Restricted cash		6,880		903,286
Accounts receivable, net		2,006,000		79,937
Inventories, net		1,666,722		3,024,815
Amounts due from related parties, net		39,489		280,604
Prepaid expenses and other current assets, net		2,857,031		1,489,140
Total current assets		8,553,616		5,950,485
Non-current assets:
Property and equipment, net		1,090,737		1,842,161
Right-of-use assets, net		283,607		494,011
Deferred offering costs		598,527		47,947
Other non-current assets		30,719		30,787
Total non-current assets		2,003,590		2,414,906
TOTAL ASSETS	$	10,557,206	$	8,365,391
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Short-term borrowings	$	8,421,400	$	2,324,922
Accounts payable		221,097		458,761
Contract liabilities		597,451		1,204,300
Amounts due to related parties		238,887		638,097
Accrued expenses and other payables		2,164,772		2,327,505
Operating lease liabilities, current		167,592		200,595
Convertible debt, current		872,003		—
Total current liabilities		12,683,202		7,154,180
Non-current liabilities:
Convertible debt, non-current		—		863,945
Operating lease liabilities, non-current		86,758		254,908
Total non-current liabilities		86,758		1,118,853
TOTAL LIABILITIES		12,769,960		8,273,033

F-53

SCAGE INTERNATIONAL LIMITEDCONSOLIDATED BALANCE SHEETS—(Continued)(In U.S. dollars, except for share and per share data, or otherwise noted)


			2023
Commitments and contingencies (Note 19)
Mezzanine equity (Aggregate liquidation preference of 16,622,139 and 14,286,911 as of June 30, 2024 and 2023, respectively)
Series Angel convertible redeemable preferred shares (par value 0.0001 per share, 13,613,762 shares authorized, issued and outstanding as of June 30, 2024 and 2023, respectively)	3,560,518			3,568,326
Series Pre-A convertible redeemable preferred shares (par value 0.0001 per share, 12,495,712 shares authorized, issued and outstanding as of June 30, 2024 and 2023, respectively)	7,843,461			7,860,659
Series A convertible redeemable preferred shares (par value 0.0001 per share, 5,082,112 shares authorized, issued and outstanding as of June 30, 2024 and 2023, respectively)	8,811,509			8,830,831
Receivables for Series A convertible redeemable preferred shares	(735,496	)		(1,612,125	)
Redeemable non-controlling interests	4,584,984			—
Total mezzanine equity	24,064,976		$	18,647,691
Shareholders’ deficit
Ordinary shares (par value of 0.00001 per share; 4,968,808,414 shares authorized as of June 30, 2024 and 2023, respectively; 104,766,463 shares issued and outstanding as of June 30, 2024 and 2023, respectively)*	1,048			1,048
Accumulated deficit	(27,269,342	)		(19,603,513	)
Accumulated other comprehensive income	1,269,726			1,212,694
Scage International Limited shareholders’ deficit	(25,998,568	)		(18,389,771	)
Non-controlling interests	(279,162	)		(165,562	)
Total shareholders’ deficit	(26,277,730	)		(18,555,333	)
TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT	10,557,206		$	8,365,391

All values are in US Dollars.

*	The shares and per share information are presented on a retroactive<br>basis to reflect the shares reorganization (Note 16).

The accompanying notes are an integral part of these consolidated financial statements.

F-54

SCAGE INTERNATIONAL LIMITEDCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS(In U.S. dollars, except for share and per share data, or otherwise noted)

	For the Years Ended <br> June 30,
	2024			2023
Revenues – third parties	$	6,111,141		$	421,680
Revenues – a related party		—			16,290
Total Revenues		6,111,141			437,970
Cost of revenues		(5,574,685	)		(795,286	)
Gross profit/(loss)		536,456			(357,316	)
Operating expenses:
Selling and marketing expenses		(648,301	)		(1,138,183	)
Research and development expenses		(1,698,494	)		(2,297,474	)
General and administrative expenses		(3,863,434	)		(2,926,280	)
Impairment of long-lived assets		(200,841	)		—
Total operating expenses		(6,411,070	)		(6,361,937	)
Loss from operations		(5,874,614	)		(6,719,253	)
Interest expense, net		(369,847	)		(151,492	)
Other income, net		263,685			252,536
Total other (loss)/income, net		(106,162	)		101,044
Loss before income taxes		(5,980,776	)		(6,618,209	)
Income tax expense		—			—
Net loss		(5,980,776	)		(6,618,209	)
Less: Net loss attributable to non-controlling interests		(158,597	)		(180,881	)
Less: Net loss attributable to redeemable non-controlling interests		(7,738	)		—
Net loss attributable to Scage International Limited		(5,814,441	)		(6,437,328	)
Accretion of convertible redeemable preferred shares		—			(3,177,059	)
Accretion for redeemable NCI		(1,851,388	)		—
Net loss attributable to Scage International Limited’s ordinary shareholders	$	(7,665,829	)	$	(9,614,387	)
Net loss		(5,980,776	)		(6,618,209	)
Other comprehensive income
Foreign currency translation adjustment, net of tax of nil		102,029			1,171,995
Comprehensive loss		(5,878,747	)		(5,446,214	)
Less: Comprehensive loss attributable to non-controlling interests		(113,600	)		(171,171	)
Less: Comprehensive loss attributable to redeemable non-controlling <br> interests		(7,738	)		—
Comprehensive loss attributable to Scage International Limited		(5,757,409	)		(5,275,043	)
Accretion of convertible redeemable preferred shares		—			(3,177,059	)
Accretion for redeemable NCI		(1,851,388	)		—
Comprehensive loss attributable to Scage International Limited’s <br> ordinary shareholders	$	(7,608,797	)	$	(8,452,102	)
Loss per share
Basic and Diluted*		(0.07	)		(0.09	)
Weighted average number of ordinary shares outstanding used in computing loss per share
Basic and Diluted*		104,766,463			104,766,463
*	The shares and per share information are presented on a retroactive<br>basis to reflect the shares reorganization (Note 16).
---	---

The accompanying notes are an integral part of these consolidated financial statements.

F-55

SCAGE INTERNATIONAL LIMITEDCONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT(In U.S. dollars, except for share and per share data, or otherwise noted)

									Scage
								Accumulated	International
				Additional				other	Limited		Non-		Total
	Ordinary Shares			paid-in		Accumulated		comprehensive	shareholders’		controlling		shareholders’
	Share*		Amount	capital		deficit		income	deficit		interests		deficit
			US	US		US		US	US		US		US
Balance as of June 30, 2022		104,766,463					)			)		)		)
Contribution from NCI		—
Contribution from a <br> shareholder		—
Net loss		—					)			)		)		)
Accretion of convertible redeemable preferred shares		—			)		)			)				)
Foreign currency translation adjustment		—
Balance as of June 30, 2023		104,766,463					)			)		)		)
Net loss		—					)			)		)		)
Accretion for redeemable NCI		—					)			)				)
Foreign currency translation adjustment		—
Balance as of June 30, 2024		104,766,463					)			)		)		)

All values are in US Dollars.

*	The shares and per share information are presented on a retroactive<br>basis to reflect the shares reorganization (Note 16).

The accompanying notes are an integral part of these consolidated financial statements.

F-56

SCAGE INTERNATIONAL LIMITEDCONSOLIDATED STATEMENTS OF CASH FLOWS(In U.S. dollars, except for share and per share data, or otherwise noted)

	For the Years Ended <br> June 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(5,980,776	)	$	(6,618,209	)
Adjustments to reconcile net loss to net cash used in operating activities:
Write-downs for inventory		894,005			161,495
Provision for credit losses		292,480			38,943
Depreciation of property and equipment		542,398			446,335
Amortization of right-of-use assets		210,551			228,237
Amortization of debt issuance costs		97,133			46,924
Gain on disposal of property and equipment		(1,728	)		—
Impairment of long-lived assets		200,841			—
Changes in operating assets and liabilities
Accounts receivable		(2,010,852	)		(34,022	)
Inventories		465,401			(1,645,314	)
Amount due from related parties		(12,179	)		(17,919	)
Prepaid expenses and other current assets		265,299			(202,358	)
Other non-current assets		—			14,050
Operating lease liabilities		(201,331	)		(238,945	)
Accounts payable		(238,050	)		(18,803	)
Contract liabilities		(607,761	)		1,238,984
Amounts due to related parties		22,622			13,300
Accrued expenses and other payables		(161,850	)		1,694,652
Net cash used in operating activities		(6,223,797	)		(4,892,650	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(51,292	)		(166,170	)
Collection of loan previously lent to related parties		242,530			—
Loans to third parties		(1,787,891	)		—
Net cash used in investing activities		(1,596,653	)		(166,170	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term borrowings		12,318,776			2,372,872
Repayments of short-term borrowings		(6,200,220	)		(539,389	)
Repayments of long-term borrowings		—			(71,136	)
Proceeds from issuance of convertible redeemable preferred shares		889,816			3,799,471
Contribution from a shareholder		—			143,810
Contribution from a non-controlling interest shareholder		—			140,934
Payments for listing expenses		(553,621	)		(50,000	)
Loans provided by related parties		130,107			632,766
Payments of issuance costs for short-term borrowings and convertible <br> debt		(65,054	)		(86,718	)
Contribution from a redeemable non-controlling interest shareholder		2,768,243			—
Payments for issuance costs for convertible redeemable preferred shares		—			(124,684	)
Repayment of loans provided by related parties		(551,533	)		(38,910	)
Net cash provided by financing activities		8,736,514			6,179,016

F-57

SCAGE INTERNATIONAL LIMITEDCONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)(In U.S. dollars, except for share and per share data, or otherwise noted)

	For the Years Ended <br> June 30,
	2024			2023
Effect of exchange rate changes		(7,679	)		(128,847	)
Net increase in cash and restricted cash		908,385			991,349
Cash and restricted cash, at beginning of year		1,075,989			84,640
Cash and restricted cash, at end of year	$	1,984,374		$	1,075,989
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEET
Cash		1,977,494			172,703
Restricted cash		6,880			903,286
Total cash and restricted cash	$	1,984,374		$	1,075,989
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	$	258,380		$	46,784
Cash paid for amounts included in the measurement of lease liabilities	$	217,619		$	275,890
NON-CASH FINANCING ACTIVITIES
Issuance of convertible redeemable preferred shares converted from convertible debt	$	—		$	733,433
Accretion of change in fair value of non-controlling interests subject to <br> possible redemption		1,851,388			—

The accompanying notes are an integral part of these consolidated financial statements.

F-58

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	ORGANIZATION AND PRINCIPAL ACTIVITIES

Reorganization

In preparation for listing in a stock market of the United States, the Company undertook a reorganization (“Reorganization”) through the following steps:

—	On September 22, 2023, Scage HK, the Company’s<br>wholly owned subsidiary, acquired 100% equity interests of Nanjing Xinneng Hydrogen Automotive Technology Co., Ltd. (“Scage WFOE”);
—	On October 24, 2023, Scage WFOE and Scage HK acquired<br>73.55% and 26.45% equity interest of Scage Nanjing, and the Company indirectly controlled Scage Nanjing and its subsidiaries.
---	---

The Company and its subsidiaries (“the Group”) resulting from the reorganization have always been under the common control of the same majority shareholders group before and after the reorganization, as described above, which was accounted for as a recapitalization. The consolidation of the Group has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying Consolidated Financial Statements. Results of operations for the periods presented comprise those of the previously separate entities combined from the beginning of the period to the end of the period, eliminating the effects of intercompany transactions.

The details of the Company’s major subsidiaries are as follows:

Name	Controlled by	Date ofIncorporation	Percentage ofEffectiveOwnership	Principal Activities
Scage BVI	The Company	December 21, 2021	100%	Investment holding
Scage HK	Scage BVI	January 3, 2022	100%	Investment holding
Scage WFOE	Scage HK	December 1, 2021	100%	Investment holding
Scage Nanjing	Scage WFOE	June 3, 2019	100%	Research and development of new energy vehicle technology, electronic devices and machinery; wholesale and retail of new energy vehicle, production and testing equipment, auto parts, electronic devices; vehicle rental, etc.
Nanjing Scage Intelligent Technology Co., Ltd. (“Scage Intelligent Nanjing”)	Scage Nanjing	May 17, 2021	100%	Vehicle rental, propose to engage in vehicle research and development, trial production, road test and other services and to cooperate with other entities on research and development according to the operation needs in the future

F-59

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	ORGANIZATION AND PRINCIPAL ACTIVITIES (cont.)
<br><br> <br><br><br> <br>Name	Controlled by	Date ofIncorporation	Percentage ofEffectiveOwnership	Principal Activities
---	---	---	---	---
Scage (Beijing) Automotive Technology Co., Ltd. (“Scage Beijing”)	Scage Nanjing	April 12, 2021	100%	No actual operation, propose to engage in research and development of battery in the future
Scage (Shanghai) Hydrogen Energy Technology Co., Ltd. (“Scage Shanghai HET”)	Scage Nanjing	August 10, 2021	69.5%	Solid oxide electrolyzer and clean energy system development, renewable energy system and integrated energy system solution design and development in the future
Xinjiang Scage Chuangyuan Automobile Technology Co., Ltd. (“Scage Xinjiang”)	Scage Nanjing	May 20, 2021	51%	Vehicle wholesale and retail
Hunan Scage Automobile Technology Co., Ltd. (“Scage Hunan”)	Scage Nanjing	December 20, 2021	51%	No actual operation, propose to engage in vehicle wholesale and retail in the future
Beijing Scage Future Automobile Co., Ltd. (“Scage Future Beijing”)	Scage HK	December 13, 2023	96%	No actual operation, propose to engage in new energy business in the future

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)	Basis of presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

(b)	Principles of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries. Subsidiaries are those entities in which the Group, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.

All intercompany transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

(c)	Non-controlling interests

Non-controlling interest represents the portion of the net assets of subsidiaries attributable to interests that are not owned or controlled by the Group. The non-controlling interest is presented in the consolidated balance sheets, separately from equity attributable to the shareholders of the Company. For the Company’s consolidated financial statements for the years ended June 30, 2024 and 2023, non-controlling interests represent the minority shareholders’ 31% equity interests in one subsidiary, Scage Shanghai HET, and the minority shareholders’ 49% equity interests in the subsidiaries including Hebei Scage Qilian Automobile Technology Co., Ltd., Scage Shanghai NET, Sichuan Scage Automobile Technology Co., Ltd., Scage Xinjiang and Scage Hunan. Non-controlling interest’s operating results are presented on the consolidated statements of operations and comprehensive loss as an allocation of the total loss for the years to seven non-controlling shareholders (of which are six corporate non-controlling shareholders and one individual non-controlling shareholder).

F-60

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

(d)	Redeemable non-controlling interests

Redeemable noncontrolling interests represent redeemable equity interests issued by the Group’s subsidiary to certain investor, and have been classified as mezzanine noncontrolling interests in the consolidated financial statements as these redeemable interests represent a put option that gives investors the right to put the interest of the Group’s subsidiary for certain rate of return within the following two years. Pursuant to ASC 480-10, the investment is currently redeemable, but not mandatorily redeemable because of the uncertainty related to whether the holder will elect redemption. The process of adjusting non-controlling interests to its redemption value should be performed after attribution of the subsidiary’s net income or loss pursuant to ASC 810. The carrying amount of non-controlling interests will equal the higher of (i) its initial fair value adjusted by accumulated earnings/losses associated with the non-controlling interest or (ii) the redemption value as of the balance sheet date. The accretions were recorded against retained earnings, or in the absence of retained earnings, by charges against additional paid-in capital. Once additional paid-in capital had been exhausted, additional charges were recorded by increasing the accumulated deficit.

(e)	Use of estimates

The preparation of the consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities on the date of the consolidated financial statements, and the reported revenues and expenses during the reported periods. Actual results could differ from those estimates. On an ongoing basis, management reviews these estimates and assumptions using the currently available information. Changes in facts and circumstances may result in revised estimates. Management bases its estimates on past experience and on various other assumptions that are believed to be reasonable and the results of these estimates form the basis for making judgments about the carrying values of assets and liabilities. Significant accounting estimates include, but not limited to, the provision for expected credit losses, estimates for inventory provisions, valuation allowance for deferred tax assets, warranty reserve, and impairment of long-lived assets.

(f)	Foreign currency translation and transaction

The consolidated statements of operations and comprehensive loss and the consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.

Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive loss included in consolidated statements of changes in shareholders’ deficit. Gains and losses from foreign currency transactions are included in the consolidated statements of operations and comprehensive loss.

The following table outlines the currency exchange rates that were used in creating the consolidated financial statements:


Balance sheet items, except for equity accounts		2023
US against RMB	7.2672		7.2513

All values are in US Dollars.

F-61

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

---	---	---	---
Items in the statements of operations and comprehensive loss, and<br> statements of cash flows		2023
US against RMB	7.2248		6.9536

All values are in US Dollars.

(g)	Cash

Cash consists of bank deposits. As of June 30, 2024 and 2023, the Group maintains substantially all the bank accounts in the PRC.

(h)	Restricted cash

Restricted cash represents bank deposits pledged for bank loans. Restricted cash were US$6,880 and US$903,286 as of June 30, 2024 and 2023, respectively.

(i)	Accounts receivable, net

Accounts receivable are stated at the original amount less an allowance for credit losses.

There were US$73,310 and US$6,953 provision of allowance for credit losses for the years ended June 30, 2024 and 2023, respectively.

(j)	Inventories, net

Inventories, net, primarily consisting of raw materials, work in process and finished goods, are stated at the lower of cost or net realizable value, with net realized value represented by estimated selling prices in the ordinary course of business, less reasonably predictable costs of disposal and transportation. Cost of finished goods is computed using first-in, first-out method. Cost of raw materials and work in process is computed using the weighted average cost method. Inventories are written down to estimated net realizable value, which could be impacted by certain factors including historical usage, expected demand, anticipated sales price, new product development schedules, product obsolescence, and other factors. The Group periodically reviews its inventories for excess or slow-moving items and makes provisions as necessary to properly reflect inventory value. Inventory write-downs of US$894,005 and US$161,495 were recorded for the years ended June 30, 2024 and 2023, respectively.

F-62

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

(k)	Property and equipment, net

Property and equipment are stated at cost less residual value part, accumulated depreciation and impairment, if any, and depreciated on a straight-line basis over the estimated useful lives of the assets. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its intended use. Estimated useful lives are as follows:

Category	Estimated useful lives
Vehicles	4 years
Machinery and equipment	5 – 10 years
Office and electronic equipment	3 – 5 years
Leasehold improvements	Shorter of 3 years or the remaining lease term
Software	2 years

Repair and maintenance costs are charged to expenses as incurred, whereas the cost of renewals and betterment that extends the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any resulting gain or loss recognized in the consolidated statements of operations and comprehensive loss.

(l)	Impairment of long-lived assets

The Group reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the market approach. For the years ended June 30, 2024 and 2023, there were US$200,841 and nil impairment of long-lived assets, respectively.

(m)	Deferred offering costs

Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the reporting date that are directly related to an anticipated offering and that will be charged as a reduction against additional paid-in capital upon the completion of the offering. Should the offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.

(n)	Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange of a consideration. To assess whether a contract is or contains a lease, the Group assesses whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all of the economic benefits from the use of the asset and whether it has the right to control the use of the asset.

The Group classifies a lease as a financing lease at lease commencement when the lease meets any one of the criteria:

a)	The lease transfers ownership of the underlying asset to<br>the lessee by the end of the lease term.
b)	The lease grants the lessee an option to purchase the underlying<br>asset that the lessee is reasonably certain to exercise.
---	---

F-63

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

c)	The lease term is for a major part of the remaining economic<br>life of the underlying asset.
d)	The present value of the sum of the lease payments and any<br>residual value guaranteed by the lessee that is not already reflected in the lease payments equals or exceeds substantially all of the<br>fair value of the underlying asset.
---	---
e)	The underlying asset is of such a specialized nature that<br>it is expected to have no alternative use to the Group at the end of the lease term.
---	---

When none of the criteria are met, the Group classifies a lease as an operating lease.

Group as a lessee

When the Group acts as a lessee, leases with an initial term of 12 months or less are short-term lease and not recognized as operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheet. The Group recognizes lease expense for short-term leases on a straight-line basis over the lease term.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and less any lease incentive received.

Lease term includes rent holidays and options to extend or terminate the lease when the Group is reasonably certain that the Group will exercise that option. The lease assets for operating leases consist of the amount of the measurement of the lease liabilities and any prepaid lease payments. Operating lease expense is recognized on a straight-line basis over the lease term by adding interest expense determined using the effective interest method to the amortization of the operating lease right-of-use assets. Interest expense is determined using the effective interest method. The Group’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Group as a lessor

When the Group acts as a lessor, it classifies at lease inception (or when there is a lease modification) each of its leases as either an operating lease or a finance lease.

Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. Rental income is recognized over the non-cancellable lease term on a straight-line basis and is included in revenue in the consolidated statement of operations and comprehensive loss due to its operating nature. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis on the rental income. The Group does not have any sales-type or direct financing leases for the years ended June 30, 2024 and 2023.

(o)	Revenue recognition

(i)	Revenues from the sales of NEVs and components

Step 1:	Identify the contract with the<br>customer
Step 2:	Identify the performance obligations<br>in the contract
---	---
Step 3:	Determine the transaction price
---	---

F-64

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Step 4:	Allocate the transaction price<br>to the performance obligations in the contract
Step 5:	Recognize revenue when the company<br>satisfies a performance obligation
---	---

(ii)	Revenue from leasing of NEVs

The Group entered into a lease agreement to lease its two vehicles to a related party starting from January 9, 2022 to February 28, 2023 with a monthly payment of US$2,202 (RMB16,000). The Group assesses the service for vehicle leasing arrangements under ASC Topic 842, “Leases (“ASC 842”)”, which is excluded from the scope of ASC Topic 606. The lease was classified as an operating lease and the lease income is recognized over the leased terms on a straight-line basis. The lease income were nil and US$16,290 for the years ended June 30, 2024 and 2023, respectively.

The following table disaggregates the Group’s revenue for the years ended June 30, 2024 and 2023:

	For the years ended<br> June 30,
	2024		2023
Net revenues:
Sales of NEVs and components	$	6,111,141	$	421,680
Leasing of NEVs		—		16,290
Total	$	6,111,141	$	437,970

F-65

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

The following table presents revenue classified by timing of revenue recognition for the years ended June 30, 2024 and 2023:

	For the years ended<br> June 30,
	2024		2023
Point in time	$	6,111,141	$	421,680
Over time		—		16,290
Total	$	6,111,141	$	437,970

Contract Balances

The Group classifies its right to consideration in exchange for goods or services transferred to a customer as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional as compared to a contract asset which is a right to consideration that is conditional upon factors other than the passage of time. The Group recognizes accounts receivable in its consolidated balance sheets when it performs a service in advance of receiving consideration and has the unconditional right to receive consideration. A contract asset is recorded when the Group has transferred services to the customer before payment is received or is due, and the Company’s right to consideration is conditional on future performance or other factors in the contract. As of June 30, 2024 and 2023, the Group had no contract assets.

Contract liabilities are recognized if the Group receives consideration prior to satisfying the performance obligations, which include customer advances. Contract liabilities of US$1,204,300 as of June 30, 2023 were recognized as revenues for the year ended June 30, 2024. Contract liabilities of US$597,451 as of June 30, 2024 were expected to be recognized as revenues in the following twelve months.

(p)	Employee benefits

The Company’s subsidiaries in the PRC participate in a government mandated, multiemployer, defined contribution plan, pursuant to which certain retirement, medical, housing and other welfare benefits are provided to employees. PRC labor laws require the entities incorporated in the PRC to pay to the local labor bureau a monthly contribution calculated at a stated contribution rate on the monthly basic compensation of qualified employees. The Group has no further commitments beyond its monthly contribution. Employee social benefits included as expenses in the accompanying consolidated statements of operations and comprehensive loss amounted to US$213,528 and US$869,554 for the years ended June 30, 2024 and 2023, respectively.

(q)	Warranty liabilities

The Group provided a manufacturer’s standard warranty on all vehicles and components sold. The Group accrued a warranty reserve for the vehicles sold by the Group, which included the Group’s best estimate of the future costs to be incurred in order to repair or replace items under warranties and recalls when identified. These estimates were made based on actual claims incurred to date and an estimate of the nature, frequency and magnitude of future claims with reference made to the past claim history. These estimates are inherently uncertain given the Group’s relatively short history of sales, and changes to the Group’s historical or projected warranty experience may cause material changes to the warranty reserve in the future. Warranty expense is recorded as a component of cost of sales in the consolidated statements of operations and comprehensive loss.

Accordingly, standard warranty is accounted for in accordance with ASC 460, “Guarantees”. For the years ended June 30, 2024 and 2023, the Group did not generate revenues from extended lifetime warranty services.

F-66

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

(r)	Income taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Group did not accrue any liability, interest or penalties related to uncertain tax positions in its provision for income taxes line of its consolidated statements of operations and comprehensive loss for the years ended June 30, 2024 and 2023, respectively. The Group does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred.

(s)	Value added tax (“VAT”)

The Group is subject to VAT and related surcharges on revenue generated from sales of products. The Group records revenue net of VAT. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. The net VAT balance between input VAT and output VAT is recorded as VAT payable if output VAT is larger than input VAT and is included in prepaid expenses and other current assets if input VAT is larger than output VAT. All of the VAT returns filed by the Company’s subsidiaries incorporated in the PRC, have been and remain subject to examination by the tax authorities.

(t)	Related party transaction

The Group accounts for related party transactions in accordance with ASC 850, “Related Party Disclosures”.

Parties, which can be an entity or individual, are considered to be related if they have the ability, directly or indirectly, to control the Group or exercise significant influence over the Group in making financial and operational decisions. Entities are also considered to be related if they are subject to common control or common significant influence.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

F-67

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

(u)	Loss per share

Basic loss per share is computed by dividing net loss attributable to ordinary shareholders, taking into consideration the deemed dividends to preferred shareholders (if any), by the weighted average number of ordinary shares outstanding during the year using the two-class method. Under the two-class method, net loss is allocated between ordinary shares and other participating securities based on their participating rights. Shares issuable for little to no consideration upon the satisfaction of certain conditions are considered as outstanding shares and included in the computation of basic loss per share as of the date that all necessary conditions have been satisfied. Net losses are not allocated to other participating securities if based on their contractual terms they are not obligated to share the losses.

The Group’s convertible redeemable preferred shares are participating securities, as they have contractual nonforfeitable right to participate in distributions of earnings. The convertible redeemable preferred shares have no contractual obligation to fund or otherwise absorb the Group’s losses. Accordingly, any undistributed net income is allocated on a pro rata basis to ordinary shares and convertible redeemable preferred shares, whereas any undistributed net loss is allocated to ordinary shares only.

Diluted loss per share is calculated by dividing net loss attributable to ordinary shareholders, as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the year. Ordinary equivalent shares consist of ordinary shares issuable upon the conversion of the preferred shares and convertible debts, using the if-converted method, and shares issuable upon the exercise of share options using the treasury stock method. Ordinary equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such share would be anti-dilutive.

(v)	Segment reporting

ASC 280, “Segment Reporting”, establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Based on the criteria established by ASC 280, the Group’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group. As a whole and hence, the Group has only one reportable segment. The Group does not distinguish between markets or segments for internal reporting. As the Group’s long-lived assets are substantially located in the PRC, no segment geographical information is presented.

(w)	Fair value measurement

●	Level 1—Inputs to the valuation methodology are quoted<br>prices (unadjusted) for identical assets or liabilities in active markets.
●	Level 2—Inputs to the valuation methodology include<br>quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either<br>directly or indirectly, for substantially the full term of the financial instruments.
---	---
●	Level 3—Inputs to the valuation methodology are unobservable<br>and significant to the fair value.
---	---

F-68

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Financial instruments of the Group primarily consist of cash, restricted cash, accounts receivable, amounts due from related parties, other receivables included in prepaid expenses and other current assets, short-term and long-term borrowings, accounts payable, amounts due to related parties, other payables included in accrued expenses and other payables. As of June 30, 2024 and 2023, the carrying amounts of these financial instruments approximated to their fair values due to the short-term maturity of these instruments.

The Group’s non-financial assets, such as property and equipment, would be measured at fair value only if they were determined to be impaired.

(x)	Commitments and contingencies

In the normal course of business, the Group is subject to commitments and contingencies, including operating lease commitments, legal proceedings and claims arising out of its business that relate to a wide range of matters, such as government investigations and tax matters. The Group recognizes liability for any such contingencies if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made. The Group may consider many factors in making these assessments on liability for contingencies, including historical and the specific facts and circumstances of each matter.

(y)	Concentration and credit Risk

Credit risk

Assets that potentially subject the Group to significant concentration of credit risk primarily consist of cash and cash equivalents. The maximum exposure of such assets to credit risk is their carrying amount as at the balance sheet dates. As of June 30, 2024 and 2023, the Group had cash and restricted cash of US$1,984,374 and US$1,075,989 substantially in financial institutions in the PRC. Each bank provides deposit insurance with the maximum limit of US$68,802 (RMB500,000) to each of the Company’s subsidiaries which has an associated account(s) in that bank. As of June 30, 2024 and 2023, US$284,453 and US$175,864 of the Company’s bank accounts are insured by the deposit insurance fund management institution that established by the People’s Bank of China. To limit the exposure to credit risk relating to deposits, the Group primarily places deposits with large financial institutions in China which management believes are of high credit quality and the Group also continually monitors their credit worthiness.

Foreign currency risk

Concentration risks

Accounts receivable are typically unsecured and derived from goods sold and services rendered to customers that are located primarily in China, thereby exposed to credit risk. The risk is mitigated by the Company’s assessment of customers’ creditworthiness and its ongoing monitoring of outstanding balances. Refer to Note 18 for details.

F-69

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

(z)	Recent accounting pronouncements

In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” This ASU incorporates certain U.S. Securities and Exchange Commission (SEC) disclosure requirements into the FASB Accounting Standards Codification. The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. For all other entities, the amendments will be effective two years later. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective for any entity. The Company does not expect the adoption of ASU 2023-06 to have a material impact on its consolidated financial statements.

In November 2023, the FASB issued ASU No. 2023-07 (“ASU 2023-07”), Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 on a retrospective basis. Early adoption is permitted. The Group expects the adoption of this ASU will not have a material effect on the Consolidated Financial Statements.

In December 2023, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosure. This standard requires more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for public business entities, for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. The Group expects the adoption of this ASU will not have a material effect on the Consolidated Financial Statements.

3.	LIQUIDITY AND GOING CONCERN

In accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40)”, the Group has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Group’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The Group has incurred losses and negative cash flows since its inception. The Group incurred net losses of US$5,980,776 and US$6,618,209 for the years ended June 30, 2024 and 2023, respectively. Net cash used in operating activities were US$6,223,797 and US$4,892,650 for the years ended June 30, 2024 and 2023, respectively. The accumulated deficit amounted to US$27,269,342 and US$19,603,513 as of June 30, 2024 and 2023, respectively. These conditions raised substantial doubts about the Company’s ability to continue as a going concern.

F-70

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.	LIQUIDITY AND GOING CONCERN (cont.)

The Group has funded its operations from both operational sources of cash and equity and debt financing. The Group’s liquidity is based on its ability to generate cash from operating activities, obtain capital financing from equity interest investors and borrow funds on financial institutions. The Company’s ability to continue as a going concern is dependent on management’s ability to successfully execute its business plan, which includes generating revenue while controlling operating cost and expenses to generate positive operating cash flows and obtaining funds from outside sources of financing to generate positive financing cash flows. As of June 30, 2024 and 2023, the Group had cash and restricted cash of US$1,984,374 and US$1,075,989, respectively. The Group plans to improve its liquidity through mitigation plans including: 1) enlarging our production to increase the cash inflow from operating activities; 2) pursuing to obtain financial support from credit facilities and equity financing, and 3) improving operating efficiency and cost reduction. There can be no assurances, however, that the current mitigation plans will be achieved or that additional funding will be available on terms acceptable to the Group, or at all. If the Group is unable to obtain sufficient funding, it could be required to delay its development efforts and limit activities, which could adversely affect its business and the consolidated financial statements.

The accompanying consolidated financial statements have been prepared on the basis the Group will be able to continue as a going concern for a period of one year after the issuance of the Consolidated Financial Statements. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, substantial doubt about the Group’s ability to continue as a going concern exists. The consolidated financial statements do not include any adjustments related to the recoverability or classification of asset and the amounts or classification of liabilities that may result from the outcome of this uncertainty.

4.	ACCOUNTS RECEIVABLE, NET

Accounts receivable, net consisted of the following:

	As of June 30,
	2024			2023
Accounts receivable	$	2,085,535		$	86,605
Less: Provision for credit losses		(79,535	)		(6,668	)
Accounts receivable, net	$	2,006,000		$	79,937

For the year ended June 30, 2024, the Group pledged US$4,906,529 (RMB35,656,730) of accounts receivable owned or entitled to dispose of by law as the pledged assets to provide guarantee for the short-term loan contract of US$1,376,046 (RMB10,000,000) signed with China Everbright Bank (Note 9).

Provisions for credit losses of US$73,310 and US$6,953 were recorded for the years ended June 30, 2024 and 2023, respectively. Movement of allowance for credit losses was as follows:

	For the years ended June 30,
	2024			2023
Balance at beginning of the year	$	6,668		$	—
Add: Provision for credit losses		73,310			6,953
Foreign currency translation adjustment		(443	)		(285	)
Balance at the end of the year	$	79,535		$	6,668

F-71

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.	INVENTORIES

Inventories consisted of the following:

	As of June 30,
	2024			2023
Raw materials	$	766,734		$	783,455
Work in progress		389,062			736,593
Finished goods		1,802,175			1,908,109
Gross amount		2,957,971			3,428,157
Inventory write-downs		(1,291,249	)		(403,342	)
Total inventories	$	1,666,722		$	3,024,815

Movement of inventory write-downs was as follows:

	For the years ended June 30,
	2024			2023
Balance at the beginning of the year	$	403,342		$	286,185
Addition		894,005			161,495
Foreign currency translation adjustment		(6,098	)		(44,338	)
Balance at the end of the year	$	1,291,249		$	403,342

Inventory write-downs of US$894,005 and US$161,495 were recorded in cost of revenues for the years ended June 30, 2024 and 2023, respectively.

6.	PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET

Prepayments and other current assets, net consist of the following:

	As of June 30,
	2024			2023
Loans to third parties^(1)^	$	1,409,774		$	—
Advances for raw materials		581,478			718,399
Deductible input VAT		424,624			615,271
Loans to Finnovate Acquisition Corp.^(2)^		200,000			—
Loans to Finnovate Sponsor L.P.		169,844			—
Advances for services		122,987			47,208
Staff advances		42,050			29,812
Deposits		30,944			31,746
Others		81,498			46,704
Gross amount		3,063,199			1,489,140
Less: Provision for credit losses		(206,168	)		—
Total prepaid expenses and other current assets, net	$	2,857,031		$	1,489,140
(1)	Loans to third parties represents interest free loans provided<br>to third parties with a term of one year. All of the loans will be due between July 2024 and June 2025, and has repaid the<br>amount of $70,024 subsequently. Since July 2023, the Company has provided multiple non-interest bearing loans to a couple of third-party<br>borrowers (“the Borrowers”), who are business partners of 3A Partners Limited, an affiliate of a consultant of Finnovate<br>Acquisition Corp. (“Finnovate”). Finnovate is a party to the Business Combination Agreement entered into by the Company,<br>Finnovate, and other parties on August 21, 2023 (the “Scage Business Combination Agreement”).
---	---

F-72

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.	PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET (cont.)

The aggregate balance was approximately $1,409,774 as of June 30, 2024, and is expected to be repaid by the Borrowers within 1 year from the date of each loan. In order to facilitate the business combination, the Borrowers utilized the funds to support the financial needs of Sunorange Limited, who is the general partner of the sponsor of Finnovate. Sunorange Limited is a third-party to Scage.

(2)

On January 26, 2024, the Company accepted an unsecured promissory note (the “January 2024 Promissory Note”) in the aggregate principal amount of up to $1,500,000 from Finnovate, a party to the Business Combination Agreement entered into by the Company, Finnovate, and other parties on August 21, 2023 (the “Scage Business Combination Agreement”), for the Finnovate’s working capital needs. The January 2024 Promissory Note does not bear interest and matures upon the earlier of the closing of an initial Business Combination by the Finnovate and the Finnovate’s liquidation. As of June 30, 2024, the Company had $200,000 outstanding under the January 2024 Promissory Note.

The Group recognized bad debt expense of US$207,378 and US$29,573 for the years ended June 30, 2024 and 2023, respectively. All bad debts were fully written off for the year ended June 30, 2023. Bad debt expenses recognized for the year ended June 30, 2024 were related to the non-performance of advances for raw materials and unrecoverable amounts from R&D purpose vehicles sales. Movement of allowance for credit losses was as follows:

	For the years ended June 30,
	2024			2023
Balance at the beginning of the year	$	—		$	—
Addition		207,378			29,573
Write-offs		—			(29,573	)
Foreign currency translation adjustment		(1,210	)		—
Balance at the end of the year	$	206,168		$	—

7.	PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consisted of the following:

	As of June 30,
	2024			2023
Vehicles	$	1,787,852		$	1,815,251
Machinery and equipment		476,924			447,036
Office and electronic equipment		115,029			108,196
Leasehold improvement		63,510			63,649
Software		11,361			11,386
Subtotal		2,454,676			2,445,518
Construction in Progress		3,553			69,248
Less: accumulated depreciation of property and equipment		(1,167,822	)		(672,605	)
Less: impairment charges of property and equipment		(199,670	)		—
Total property and Equipment, net	$	1,090,737		$	1,842,161

Construction in progress as of June 30, 2024 and 2023 mainly represents the projects relate to modification of vehicles for exhibition and promotion purposes.

Depreciation expense was US$542,398 and US$446,335 for the years ended June 30, 2024 and 2023, respectively.

Impairment charge was US$200,841 and nil for the years ended June 30, 2024 and 2023, respectively.

F-73

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.	ACCRUED EXPENSES AND OTHER PAYABLES

Accrued expenses and other payables consist of the following:

	As of June 30,
	2024		2023
Accrued employee payroll and welfare benefits	$	1,582,587	$	1,738,639
Professional service fees		251,912		254,883
Warranty reserve		143,206		25,597
Other tax payable		—		14,798
Loan from a third party		74,414		—
Transportation and delivery fees payable		17,107		18,970
Testing and application fees payable		25		58,672
Rental fees payable		—		45,494
Interest payable		64,973		38,428
Others		30,548		132,024
Total accrued expenses and other payables	$	2,164,772	$	2,327,505
9.	SHORT-TERM BORROWINGS
---	---

The short-term borrowings as of June 30, 2024 and 2023 consisted of the following:

	As of June 30,
	2024		2023
Short-term borrowings:	$	8,421,400	$	2,275,454
Current portion of long-term borrowings		—		68,216
Less: Debt issuance costs		—		(18,748	)
Total short-term borrowings	$	8,421,400	$	2,324,922

As of June 30, 2024 and 2023, the short-term bank borrowings were for working capital and capital expenditure purposes. Details of the short-term bank borrowings as of June 30, 2024 are summarized as follows:

Lender						Guarantee
China Everbright Bank	2023.7.28	2024.7.27	3.75	%	—	Mr. Chao Gao	Accounts receivable owned or entitled to dispose of by law	3,000,000
China Everbright Bank	2024.2.1	2025.1.24	3.45	%	—	Mr. Chao Gao	Accounts receivable owned or entitled to dispose of by law	7,000,000
Bank of China	2024.2.23	2025.2.20	3.05	%	—	Mr. Chao Gao	Patents	10,000,000
Shanghai Pudong Development Bank	2023.8.29	2024.8.29	3.45	%	—	Mr. Chao Gao	—	5,000,000
Shanghai Pudong Development Bank	2024.6.28	2025.6.27	3.45	%	—	Mr. Chao Gao	—	5,000,000
The Agricultural Bank of China	2023.8.31	2024.8.29	3.50	%	—	Mr. Chao Gao	—	5,000,000
Bank of Suzhou	2023.9.13	2024.9.13	3.65	%	—	Mr. Chao Gao	—	3,000,000
Bank of Jiangsu	2023.9.18	2024.9.17	3.70	%	—	Mr. Chao Gao	—	8,000,000
The Agricultural Bank of China	2024.6.24	2025.6.16	3.25	%	—	Mr. Chao Gao, Nanjing Zijin Financing Guarantee Co., LTD	—	5,000,000
Bank of Nanjing	2023.10.31	2024.10.19	3.50	%	—	Mr. Chao Gao	—	4,000,000
Bank of Nanjing	2023.12.7	2024.12.6	3.50	%	—	Mr. Chao Gao	—	5,000,000
Bank of Nanjing	2024.6.7	2025.6.6	3.70	%	—	Mr. Chao Gao	—	1,000,000
Bank of Beijing	2023.12.28	2024.12.25	3.50	%	—	Mr. Chao Gao	—	200,000

F-74

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9.	SHORT-TERM BORROWINGS (cont.)

The short-term bank loans as of June 30, 2024 were primarily obtained from financial institutions with interest rates ranging from 3.05% to 3.75% per annum. The loans as of June 30, 2023 were primarily obtained from three financial institutions with interest rates ranging from 4.00% to 16.20% per annum.

Interest expense was US$222,628 and US$91,890 for the years ended June 30, 2024 and 2023, respectively. The weighted average interest rates of short-term loans outstanding were 3.60% and 6.67% per annum as of June 30, 2024 and 2023, respectively.

10.	LEASING

The balances for the operating leases are presented as follows within the consolidated balance sheets:

	As of June 30,
	2024		2023
Right-of-use assets	$	283,607	$	494,011
Lease liabilities – current		167,592		200,595
Lease liabilities – non-current		86,758		254,908
Total operating lease liabilities	$	254,350	$	455,503

The operating lease expense is recognized as cost of sales, selling, general and administrative expenses and research and development expenses.

	For the years ended<br> June 30,
	2024		2023
Operating leases expense excluding short-term lease expense	$	226,840	$	256,008
Short-term lease expense		35,900		156,717
Total	$	262,740	$	412,725

Supplemental information related to operating lease was as follows:

	For the years ended<br> June 30,
	2024			2023
Weighted-average remaining lease term		1.8			2.5
Weighted-average discount rate		4.65	%		4.60	%
Cash paid for amounts included in the measurement of lease liabilities	$	217,619		$	275,890

There was no addition of operating lease assets for the years ended June 30, 2024 and 2023.

As of June 30, 2024, the maturities of the Group’s operating lease liabilities are as follows:

2025	$	175,542
2026		87,771
Total minimum lease payment	$	263,313
Less: interest		(8,963	)
Present value of lease obligation	$	254,350

F-75

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.	CONVERTIBLE DEBTS

The balance of convertible debts as of June 30, 2024 and 2023 consisted of the following:

	As of June 30,
	2024			2023
Current
Debt from Shenzhen Deju		873,101
Less: Debt issuance costs		(1,098	)		—
Total convertible debt, current	$	872,003		$	—
Non-current
Debt from Shenzhen Deju	$	—		$	875,016
Less: Debt issuance costs		—			(11,071	)
Total convertible debt, non-current	$	—		$	863,945

Debt from Shenzhen Deju

In December 2021, the Group entered into a debt agreement with Shenzhen Deju Brothers No.2 Enterprise Management Partnership (“Shenzhen Deju”), pursuant to which Shenzhen Deju would provide US$891,352 (RMB6,345,000) of debt which can be converted into 755,383 shares of Series A Convertible Redeemable Preferred Shares at US$1.18 per share in the form of warrant at Shenzhen Deju’s request. The warrant in nature is a conversion option of the debt, which can be exercised once Shenzhen Deju completes the foreign exchange registration procedures for Overseas Direct Investment (“ODI”) under State Administration for Foreign Exchange (“SAFE”) requirements. The debt must be repaid by the Group to Shenzhen Deju in full either in cash or in certain amount of Series A Convertible Redeemable Preferred Shares converted at US$1.18 per share upon maturity date.

The Group is obligated to pay interests at 3% simple interest per annum accrued from the remittance date to the earlier maturity date of: (i) ten years after Shenzhen Deju remitting the debt, or (ii) two months after the Shenzhen Deju exercising the warrant. On February 13, 2023, the Group entered into a settlement agreement with Shenzhen Deju, pursuant to which the maturity date was amended to the earlier of (i) October 1, 2023, or (ii) two months after Shenzhen Deju exercising the warrant. And Shenzhen Deju had the option (i) to require the Group to repay the principal amount of the debt plus interest or (ii) to convert to Series A convertible redeemable preferred shares, before the maturity date. On August 30, 2023, the Group signed the second settlement agreement with Shenzhen Deju, which extended the maturity date to June 30, 2024, on the assumption that the Group would get listed by June 30, 2024. On July 3, 2024, the Group signed the third settlement agreement with Shenzhen Deju, which extended the maturity date to August 31, 2024, on the assumption that the Group would get listed by August 31, 2024. On August 27, 2024, the Group signed the fourth settlement agreement with Shenzhen Deju, which extended the maturity date to September 30, 2024. On October 2, 2024, the Group signed the fifth settlement agreement with Shenzhen Deju, which extended the maturity date to October 31, 2024.

The Group received US$891,352 (RMB6,345,000) of debt from Shenzhen Deju in January 2022.

Accounting for the debt with a conversion option inthe form of warrant

F-76

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.	CONVERTIBLE DEBTS (cont.)

The unamortized debt issuance costs of US$1,098 and US$11,071 were presented as a direct deduction from the principal amount of the convertible debt in the condensed consolidated balance sheets as of June 30, 2024 and 2023.

12.	CONVERTIBLE REDEEMABLE PREFERRED SHARES

The Group completed several rounds of equity financing as follows:

Series Angel

Series Pre-A

Series A

F-77

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.	CONVERTIBLE REDEEMABLE PREFERRED SHARES (cont.)

As of June 30, 2024 and 2023, the above issued convertible redeemable preferred shares (“Convertible Redeemable Preferred Shares”) in the consolidated balance sheets were stated at the redemption value, net of the unreceived investment amount US$735,496 and US$1,612,125, respectively. Receivables for convertible redeemable preferred shares as of June 30, 2024 represent investment from one Series A Investors who signed investment agreements in September 2022, for which the corresponding 755,383 Series A convertible redeemable preferred shares have been issued.

The following table summarized the roll-forward of the carrying amount of the convertible redeemable preferred shares for the years ended June 30, 2024 and 2023:

Mezzanine Equity – Convertible Redeemable <br> Preferred Shares	Series Angel Convertible Redeemable Preferred Shares			Series Pre-A Convertible Redeemable Preferred Shares			Series A Convertible Redeemable Preferred Shares			Total
Balance as of June 30, 2022	$	3,863,036		$	8,432,242		$	—		$	12,295,278
Conversion of convertible debt to Series A Convertible Redeemable Preferred Shares		—			—			716,947			716,947
Proceeds from Series Pre-A Convertible Redeemable Preferred Shares		—			77,634			—			77,634
Issuance of convertible redeemable preferred shares		—			—			5,293,498			5,293,498
Receivable of Series A convertible <br> redeemable preferred shares		—			—			(1,612,125	)		(1,612,125	)
Accretion to redemption value of convertible redeemable preferred shares		—			—			3,177,059			3,177,059
Issuance costs		—			—			(105,371	)		(105,371	)
Foreign exchange adjustment		(294,710	)		(649,217	)		(251,302	)		(1,195,229	)
Balance as of June 30, 2023	$	3,568,326		$	7,860,659		$	7,218,706		$	18,647,691
Proceeds from Series A Convertible Redeemable Preferred Shares		—			—			889,816			889,816
Foreign exchange adjustment		(7,808	)		(17,198	)		(32,509	)		(57,515	)
Balance as of June 30, 2024	$	3,560,518		$	7,843,461		$	8,076,013		$	19,479,992

Conversion of debt from Gongqingcheng Lanyan to Series AConvertible Redeemable Preferred Shares

In December 2021, the Group entered into a debt agreement with Gongqingcheng Lanyan Yufeng Investment Partnership (“Gongqingcheng Lanyan”), pursuant to which, Gongqingcheng Lanyan would provide $716,947 (RMB5,100,000) of debt which can be converted into purchase 607,129 shares of Series A Convertible Redeemable Preferred Shares at the price of $1.18 per share in the form of warrant. The warrant in nature is a conversion option of the debt, which can be exercised once Gongqingcheng Lanyan completes the foreign exchange registration procedures for Overseas Direct Investment (“ODI”) under State Administration for Foreign Exchange (“SAFE”) requirements. The debt must be repaid by the Group to Gongqingcheng Lanyan in full either in cash or in certain amount of Series A Convertible Redeemable Preferred Shares converted at US$1.18 per share upon maturity date.

The Group is obligated to pay interest at 3% simple interest per annum accrued from the remittance date to the earlier maturity date of: (i) two years after Gongqingcheng Lanyan remitting the debt, or (ii) two months after Gongqingcheng Lanyan exercising the warrant. The Group received $716,947 (RMB5,100,000) of debt from Gongqingcheng Lanyan in January 2022.

F-78

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.	CONVERTIBLE REDEEMABLE PREFERRED SHARES (cont.)

In September 2022, Gongqingcheng Lanyan entered into the Series A convertible redeemable preferred shares investment agreement with the Group, pursuant to which the Group would issue a total of 1,190,449 shares of Series A Convertible Redeemable Preferred Shares to Gongqingcheng Lanyan for an additional cash consideration of $672,246 (RMB4,900,000) together with the outstanding debt of $716,947 (RMB5,100,000) that was previously received in January 2022. Gongqingcheng Lanyan made the payment of $672,246 (RMB4,900,000) as the additional investment consideration to the Group in November 2022.

Key terms of the convertible redeemable preferred shares are as follows:

Conversion

Redemption

Upon the occurrence of any of following circumstances (“Redemption Triggering Event”):

(a)	prior to December 31, 2025 (or such later date as agreed),<br>the Company (i) fails to complete a qualified IPO; (ii) a security regulatory authority (including but not limited to the securities<br>regulatory commission, the stock exchange, etc.) decides not to approve the initial public offering of the Company or the Company withdraws<br>such application; or (iii) the occurrence of a substantial obstacle to the consummation of the Qualified IPO that the certified<br>accountants appointed by the Company are unable to issue an unqualified audit report;
(b)	any material breach of representation, warranties, obligation<br>or agreement as set forth in the Shareholder Agreement, the Share Purchase Agreement and the Memorandum and Articles by any of the Mr. Chao<br>Gao and his holding companies (collectively, the “Founder Parties”), which results in a substantial loss to the Company and/or<br>the shareholders of ordinary shares and convertible redeemable preferred shares (collectively, “Investor”);
---	---
(c)	material integrity issue of the Founder Parties or any employees<br>or member of the senior management directly or indirectly hold any shares of the Company, including the existence of off-book income<br>of the Group Companies beyond the acknowledgement of the Investor, the material internal control leak of the Group Companies which is<br>intentionally caused by the Founder Parties, the occurrence of which has or will result in substantial loss of the Company and/or the<br>Investor;
---	---

F-79

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.	CONVERTIBLE REDEEMABLE PREFERRED SHARES (cont.)

(d)	the redemption of shares of other shareholders of the Company<br>by the Group or the Founder Parties;
(e)	the Founder Parties no longer devote major of their attention<br>to the operation of the Group Companies, including the resignation from the Group Companies, being appointed by other companies engaging<br>in a business which in competition with the Business of the Group Companies, or participant, operate or invest in the companies which<br>are in competition with the Group Company (other than the circumstance that the Investor have already known and approved);
---	---
(f)	other circumstances result in the change of the ultimate<br>controlling shareholder of the Company;
---	---
(g)	the main business of the Group is forbidden by applicable<br>laws and regulations, or the alter of main business without approval of Investors;
---	---
(h)	any unclear, lost, infringement of third parties’ legal<br>rights arising out of or relating to the core techniques and intellectual property which results in a material or substantial loss to<br>the Company;
---	---
(i)	unless otherwise agreed by the Investors, the dismission<br>or breach of the undertake of full-time work or the non-competition agreement over half of the key employees.
---	---

Liquidation Preference

F-80

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.	CONVERTIBLE REDEEMABLE PREFERRED SHARES (cont.)

Dividends

Voting Rights

Accounting for the Convertible Redeemable PreferredShares

Impacts of adopting ASU 2020-06

Agreements for Series Angel Convertible Redeemable Preferred Shares and Series Pre-A Convertible Redeemable Preferred Shares were signed in December 2020 and in April 2021, respectively. The Group has evaluated and determined that there was no embedded derivative to be bifurcated and no beneficial conversion feature attributable to all series Convertible Redeemable Preferred Shares because the initial effective conversion price of these Convertible Redeemable Preferred Shares was higher than the fair value of the Company’s ordinary shares at the commitment date determined by the Company taking into account independent valuations.

From the fiscal year 2022 beginning July 1, 2021, the Group adopted ASU 2020-06, which simplifies accounting treatments for instruments with beneficial conversion features. Since no beneficial conversion feature recognized before July 1, 2021, there is no accounting impact upon the adoption of ASU 2020-06 in connection with the issuance of Series Angel Convertible Redeemable Preferred Shares and Series Pre-A Convertible Redeemable Preferred Shares. For Series A Convertible Redeemable Preferred Shares, there is no need to consider the accounting impact of beneficial conversion features with the adoption of ASU 2020-06.

F-81

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13.	REDEEMABLE NON-CONTROLLING INTERESTS

Redemption right

Redemption Mechanisms

(a)

Cash Redemption: When Guodao exercises its redemption right, Beijing Scage Future and/or the founder of Beijing Scage Future, Mr. Gao Chao, shall repurchase the corresponding equity interests invested by Guodao in cash. The redemption price consists of two portions: (A) the Company is responsible for the principal of the initial investment with 15% of simple interest per annum accrued started from the remittance date; (B) the Founder is responsible for the percentage of equity interests (i.e. 4%) that Guodao invested in *the equity value of Beijing Scage Future-the redemption amount that the Company is responsible for. The equity value of Beijing Scage Future shall be no less than RMB833 million at the time of redemption. The redemption period is within two years from the Shareholder Agreement was signed, i.e. from January 24, 2024 to January 23, 2026.

(b)

---

Mezzanine Equity – Redeemable Non-controlling Interests	Redeemable<br> Non-controlling<br> Interests
Balance as of June 30, 2023	$	—
Contribution from redeemable non-controlling interests		2,765,487
Attribution of net loss		(7,738	)
Accretion of redeemable non-controlling interests		1,851,388
Foreign exchange adjustment		(24,153	)
Balance as of June 30, 2024	$	4,584,984

F-82

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14.	ORDINARY SHARES

15.	TAXATION

Cayman Islands

British Virgin Islands

Under the current laws of the British Virgin Islands, entities incorporated in British Virgin Islands are not subject to tax on their income or capital gains.

Hong Kong

PRC

In accordance with the implementation rules of EIT Laws, a qualified “High and New Technology Enterprise” (“HNTE”) is eligible for a preferential tax rate of 15%. The HNTE certificate is effective for a period of three years. An entity could re-apply for the HNTE certificate when the prior certificate expires. Nanjing Scage Automobile Technology Co., Ltd. obtained its HNTE status in 2021 and enjoyed the preferential tax rate for the period of 3 years through December 2023. In 2024, Nanjing Scage Automobile Technology Co., Ltd. re-applied for the HNTE and has been approved by Nanjing Science and Technology Bureau, waiting for the final approval and disclosure by Jiangsu Certification Authority Office.

According to Caishui [2019] No.13, [2021] No.12, announcement of the Ministry of Finance and the State Taxation Administration, and [2023] No.12, announcement of the Ministry of Finance and the State Taxation Administration, small, low profit enterprises shall meet three conditions for enjoying preferential tax conditions, including (i) annual taxable income of no more than RMB3 million (US$412,814), (ii) no more than 300 employees, and (iii) total assets of no more than RMB50 million (US$6,880,229).

F-83

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15.	TAXATION (cont.)

According to [2021] No.8, announcement of the State Taxation Administration, which became effective on January 1, 2021 and until to December 31, 2022, small, low profit enterprises whose annual taxable income is no more than RMB1 million (US$137,605) is subject to the preferential income tax rate of 2.5% (only 12.5% of such taxable income shall be subject to enterprises income tax at a tax rate of 20%).

According to [2022] No.13, announcement of the Ministry of Finance and the State Taxation Administration, which became effective on January 1, 2022 and until to December 31, 2024, small, low profit enterprises whose annual taxable income exceed RMB1 million (US$137,605) but no more than RMB3 million (US$412,814) are subject to the preferential income tax rate of 5% (only 25% of such taxable income shall be subject to enterprises income tax at a tax rate of 20%).

According to [2023] No.06, announcement of the Ministry of Finance and the State Taxation Administration, which became effective on January 1, 2023 and until to December 31, 2024, small, low profit enterprises whose annual taxable income is no more than RMB1 million (US$137,605) is subject to the preferential income tax rate of 5% (only 25%% of such taxable income shall be subject to enterprises income tax at a tax rate of 20%).

For the years ended June 30, 2024 and 2023, some PRC subsidiaries are qualified small, low profit enterprises as defined, and thus are eligible for the above preferential tax rates for small, low profit enterprises.

The income tax provision consists of the following components:

		For the years ended June 30,
		2024		2023
Current income tax expense	$	—	$	—
Deferred income tax benefit		—		—
Total income tax benefit	$	—	$	—

F-84

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15.	TAXATION (cont.)

A reconciliation between the Group’s actual provision for income taxes and the provision at the PRC, mainland statutory rate is as follows:

	For the years ended<br> June 30,
	2024			2023
Loss before income tax expense	$	5,980,776		$	6,618,209
Income tax benefit at the PRC statutory rate of 25%		1,495,193			1,654,553
Impact of different tax rates in other jurisdictions		(155,074	)		—
Effect of preferential tax rate^(a)^		(715,782	)		(712,507	)
Tax effect of entertainment expense		(191,237	)		(200,297	)
Tax effect of welfare expense		—			(181	)
Tax effect of R&D expense additional deduction		337,007			270,598
Tax effect of non-deductible expenses		—			(142,177	)
Tax effect of true-up on NOL		(80,363	)		—
Change in valuation allowance		(689,744	)		(869,989	)
Income tax expense	$	—		$	—
(a)	The Group’s subsidiary Nanjing Scage is subject to a favorable<br>tax rate of 15% as a “High and New Technology Enterprise” (“HNTE”), all the Group’s other subsidiaries<br>are subject to a favorable tax rate of 2.5% or 5% as small, low-profit enterprises. For the years ended June 30, 2024 and 2023,<br>per share effect of preferential tax were ($0.01) and ($0.01), respectively.
---	---

As of June 30, 2024 and 2023, the significant components of the deferred tax assets and deferred tax liabilities are summarized below:

	As of June 30,
	2024			2023
Deferred tax assets:
Net operating loss carry-forwards	$	2,107,134		$	1,643,817
Excess advertising expense		2			2
Allowance for credit losses		36,061			1,116
Inventory write-downs		191,624			60,469
Impairment of long-lived assets		17,038			—
Accrued expenses		81,123			60,601
Operating lease liabilities		38,152			56,861
Net-off with deferred tax liabilities		(57,288	)		(90,951	)
Total deferred tax assets		2,413,846			1,731,915
Less: Valuation allowance		(2,413,846	)		(1,731,915	)
Total deferred tax assets, net	$	—		$	—
	As of June 30,
---	---	---	---	---	---	---
	2024			2023
Deferred tax liabilities
Accelerated depreciation of fixed assets	$	(4,557	)	$	(9,175	)
Fixed assets cost adjustment arise from internal transactions		(10,190	)		(8,939	)
Right-of-use assets		(42,541	)		(72,837	)
Net-off with deferred tax assets		57,288			90,951
Total deferred tax assets, net	$	—		$	—

F-85

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15.	TAXATION (cont.)

Changes in valuation allowance are as follows:

	For the years ended<br> June 30,
	2024			2023
Balance at the beginning of the period	$	1,731,915		$	968,543
Additions		714,889			917,786
Utilization		(25,145	)		(47,797	)
Effect of change of preferential tax rate		—			3,121
Foreign exchange effect		(7,813	)		(109,738	)
Balance at the end of the period	$	2,413,846		$	1,731,915

According to PRC tax regulations, the PRC enterprise net operating loss can generally be carried forward for no longer than five years, and HNTE’s net operating losses can be carried forward for no longer than ten years, starting from the year subsequent to the year in which the loss was incurred. The Group will re-apply for the HNTE certificate when the prior certificate expires in the foreseeable future. As of June 30, 2024 and 2023, the Group had net operating loss carryforwards of US$15,565,700 and US$11,799,016, respectively, which arose from the Group’s subsidiaries established in the PRC. As of June 30, 2024, net operating loss carryforwards from PRC will expire in calendar years 2026 through 2034, if not utilized.

As of June 30, 2024 and 2023, the Group did not recognize any net deferred tax assets, as the Group has provided a valuation allowance of US$2,413,846 and US$1,731,915, respectively, for which it has concluded that it is more likely than not that these net operating losses would not be utilized in the future due to the Group’s history of losses.

Uncertain Tax Position

As of June 30, 2024 and 2023, the Group did not have any unrecognized uncertain tax positions and the Group does not believe that its unrecognized tax benefits will change over the next twelve months. For the years ended June 30, 2024 and 2023, the Group did not incur any interest and penalties related to potential underpaid income tax expenses. In general, the PRC tax authority has up to five years to conduct examinations of the Company’s tax filings. As of June 30, 2024, tax years from 2019 through 2023 for the Group’s affiliated entities in the PRC remain open for statutory examination by the PRC tax authorities.

16.	NET LOSS PER SHARE

The following table sets forth the basic and diluted net loss per share computation and provides a reconciliation of the numerator and denominator for the years presented:

	For the years ended<br> June 30,
	2024			2023
Numerator:
Net loss attributable to Scage International	$	(5,814,441	)	$	(6,437,328	)
Accretion of convertible redeemable preferred shares		—			(3,177,059	)
Accretion for redeemable non-controlling interests		(1,851,388	)		—
Numerator for basic and diluted net loss per share calculation	$	(7,665,829	)	$	(9,614,387	)
Denominator:
Weighted average number of ordinary shares – basic and diluted		104,766,463			104,766,463
Net loss per ordinary share
– Basic and diluted	$	(0.07	)	$	(0.09	)

F-86

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

16.	NET LOSS PER SHARE (cont.)

Basic and diluted net loss per ordinary share is computed using the weighted average number of ordinary shares outstanding during the year. The effects of all outstanding convertible redeemable preferred shares and any shares subject to conversion from convertible debts were excluded from the computation of diluted loss per share in each of the applicable years as their effects would be anti-dilutive during the respective year. For the years ended June 30, 2024 and 2023, the number of the above shares excluded in calculation were 31,946,969 and 31,946,969, respectively.

17.	RELATED PARTY TRANSACTIONS

Nature of relationship with related parties

The following is a list of related parties, with which the Group has transactions:

No.	Name of Related Parties	Relationship
1	Mr. Chao Gao	Principal Shareholder of the Group, Chairman of the Board, Director and Chief Executive Officer
2	Mr. Jimin An	Director and Chief Executive Officer of subsidiaries
3	Mr. Ziqian Guan	Chief Operating Officer
4	Mr. Yuanchi Guo	Interim Chief Financial Officer
5	Mr. Linfang Dong	Principal Shareholder of Scage Xinjiang
6	Nanjing Feiqizhi Logistics Technology Co., Ltd.	Shared the same Supervisor with the Group
7	Mr. Qiang Fu	Supervisor of subsidiaries
8	Ms. Min Wu	Director of Scage Nanjing
9	Scage Future	Controlled by Gao Chao

Related parties transaction

Significant transactions with related parties during the years ended June 30, 2024 and 2023 were as follows:

		For the years ended <br> June 30,
Related parties	Nature	2024		2023
Mr. Chao Gao	Repayments of loan borrowed from a related party	$	454,645	$	—
	Proceeds of loans from a related party		—		632,766
Mr. Jimin An	Collection of loan previously lent to a related party		242,530		—
	Proceeds of loans borrowed from a related party		130,107		—
	Repayments of loan borrowed from a related party		96,888		—
	Expenses paid on behalf of the Company by a related party		73,892		27,405
	Reimbursement to a related party for expenses paid on behalf of the Company		63,308		—
Mr. Ziqian Guan	Expenses paid on behalf of the Company by a related party		180,324		44,290
	Reimbursement to a related party for expenses paid on behalf of the Company		109,805		—
	Advance to a related party for daily operation		54,209		—

F-87

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

17.	RELATED PARTY TRANSACTIONS (cont.)
		For the years ended <br> June 30,
---	---	---	---	---	---
Related parties	Nature	2024		2023
Nanjing Feiqizhi Logistics Technology Co., Ltd.	Payment for purchases from a related party		262,983		—
	Collection of rent from a related party		16,886		—
	Rent to a related party		—		16,290
	Purchase from a related party		262,983		1,782
Yuanchi Guo	Expenses paid on behalf of the Company by a related party		11,855		—
Mr. Linfang Dong	Repayments of loan from a related party		—		11,505
Scage Future	Advance to related parties for daily operation		39,489		—

Related parties balance

Amounts due from related parties as of June 30, 2024 and 2023 were as follows:

		As of June 30,
Related parties	Nature	2024			2023
Scage Future	Advances	$	39,489		$	—
Mr. Jimin An	Advances		—			241,644
Nanjing Feiqizhi Logistics Technology Co., Ltd.	Lease income receivables		14,036			30,892
Mr. Ziqian Guan	Advances		—			5,970
Mr. Yuanchi Guo	Advances		—			4,174
Mr. Linfang Dong	Advances		—			241
Gross amount			53,525			282,921
Less: Provision for credit losses			(14,036	)		(2,317	)
Total amount due from related parties		$	39,489		$	280,604

Provisions for amount due from related parties of were US$11,792 and US$2,416 for the years ended June 30, 2024 and 2023, respectively.

Amounts due to related parties as of June 30, 2024 and 2023 were as follow:

		As of June 30,
Related parties	Nature	2024		2023
Mr. Chao Gao	Loan and interest payable^(1)^	$	181,715	$	635,140
Mr. Jimin An	Loan and interest payable		43,548		—
Mr. Ziqian Guan	Payables for daily operations		10,258		—
Nanjing Feiqizhi Logistics Technology Co., Ltd.	Payables for raw materials		1,705		1,710
Mr. Yuanchi Guo	Payables for daily operations		789		—
Mr. Qiang fu	Payables for daily operations		872		495
Ms. Min Wu	Payables for daily operations		—		752
Total amount due to related parties		$	238,887	$	638,097
Note 1:	On March 15, 2020, Mr. Chao Gao signed a<br>loan agreement with the Group and lent US$15,137 (RMB110,000, “First Loan”) to the Group for daily operations, with interest<br>at a rate of 4% per annum. The loan has been fully repaid by the Group on November 20, 2023.
---	---

On January 4, 2023, Mr. Chao Gao signed a loan agreement with the Group and agreed to lend US$605,460 (RMB4,400,000, “Second Loan”) to the Group for daily operations, with interest at a rate of 4% per annum. The loan is due on demand of Mr. Chao Gao. US$454,645 of the balance has been repaid by the Group during the year ended June 30, 2024 and the amounts due to Mr. Chao Gao was US$181,715 as of June 30, 2024.

F-88

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

18.	CONCENTRATION OF CREDIT RISK

The following table sets forth a summary of single customers who represent 10% or more of the Group’s total revenues.

	For the years ended<br> June 30,
	2024			2023
Percentage of the Group’s total revenues
Customer A		96.77	%		12.84	%
Customer B		*			25.41	%
Customer C		*			19.76	%
Customer D		*			19.70	%
Customer E		*			15.34	%
*	represents percentage less than 10%
---	---

The following table sets forth a summary of single customers who represent 10% or more of the Group’s total accounts receivable:

	As of June 30,
	2024			2023
Percentage of the Group’s accounts receivable from
Customer A		95.64	%		*
Customer D		*			92.04	%
*	represents percentage less than 10%
---	---

The following table sets forth a summary of single suppliers who represent 10% or more of the Group’s total purchase:

	For the years ended<br> June 30,
	2024			2023
Percentage of the Group’s purchase
Supplier A		51.61	%		*
Supplier B		28.15	%		*
Supplier C		*			51.40	%
Supplier D		*			10.68	%
*	represents percentage less than 10%
---	---

F-89

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

18.	CONCENTRATION OF CREDIT RISK (cont.)

The following table sets forth a summary of single suppliers who represent 10% or more of the Group’s total accounts payable:

	As of June 30,
	2024			2023
Percentage of the Group’s accounts payable to
Supplier A		13.56	%		*
Supplier E		19.31	%		*
Supplier F		12.97	%		14.54	%
Supplier G		10.13	%		*
*	represents percentage less than 10%
---	---
19.	COMMITMENTS AND CONTINGENCIES
---	---

Contingencies

The Group may be involved in various legal proceedings, claims and other disputes arising from the commercial operations, projects, employees and other matters which, in general, are subject to uncertainties and in which the outcomes are not predictable. The Group determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. Although the outcomes of these legal proceedings cannot be predicted, the Group does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity. As of June 30, 2024, the Group is not a party to any material legal or administrative proceedings.

20.	RESTRICTED NET ASSETS

As a result of these PRC laws and regulations, the Group’s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company. As of June 30, 2024 and 2023, net assets restricted in the aggregate, which include paid-in capital and statutory reserve funds of the Group’s PRC subsidiaries, that are included in the consolidated net assets were nil and $21.6 million, respectively.

21.	SUBSEQUENT EVENTS

The Group evaluated all events and transactions that occur after June 30, 2024, other than the event disclosed below, there is no other subsequent event occurred that would require recognition or disclosure in the Group’s consolidated financial statements.

On August 23, 2024, a Subscription Agreement (“Subscription Agreement of Global A”) is being entered into between Scage International Limited (“the Company”) and Global A Plus Investment SPC Ltd. (“Global A”), in which Global A promises to subscribe 1,721,171 ordinary shares with par value US$0.00001 per share in the capital of the Company, at a purchase price of US$5.81 per share, for an aggregate purchase price of US$10,000,000 (“Subscription Amount of Global A”). The Company’s obligation to issue the shares to Global A is contingent upon the receipt of full Subscription Amount of Global A by wire transfer in immediately available funds to the account designated by the Company in the closing notice. The Company expected to receive the Subscription Amount of Global A in October 2024.

F-90

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

21.	SUBSEQUENT EVENTS (cont.)

On August 23, 2024, a Subscription Agreement (“Subscription Agreement of MOUETTE”) is being entered into between Scage International Limited (“the Company”) and MOUETTE CAPITAL COMPANY LTD. (“MOUETTE”), in which MOUETTE promises to subscribe 1,721,171 ordinary shares with par value US$0.00001 per share in the capital of the Company, at a purchase price of US$5.81 per share, for an aggregate purchase price of US$10,000,000 (“Subscription Amount of MOUETTE”). The Company’s obligation to issue the shares to MOUETTE is contingent upon the receipt of full Subscription Amount of MOUETTE by wire transfer in immediately available funds to the account designated by the Company in the closing notice. MOUETTE has wired $5,500,000 on September 20, 2024 and $4,500,000 on October 10, 2024 respectively. The Company received US$5,500,000 on September 26, 2024 and will proceed with issuing shares upon receiving the full Subscription Amount of MOUETTE.

On August 30, 2024, a Subscription Agreement (“Subscription Agreement of Taimingtang”) is being entered into between Scage International Limited (“the Company”) and Kunshan Taimingtang Investment Center (Limited Partnership) (“Taimingtang”), in which the Investor promises to subscribe 1,376,936 ordinary shares with par value US$0.00001 per share in the capital of the Company, at a purchase price of US$5.81 per share, for an aggregate purchase price of US$8,000,000 (“Subscription Amount of Taimingtang”). The Company’s obligation to issue the shares to Taimingtang is contingent upon the receipt of full Subscription Amount of Taimingtang by wire transfer in immediately available funds to the account designated by the Company in the closing notice. The Subscription Agreement of Taimingtang was terminated on September 30, 2024.

22.	CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

The condensed financial information of the parent company, Scage, has been prepared using the same accounting policies as set out in Company’s Consolidated Financial Statements except that the parent company has used the equity method to account for its investment in its subsidiaries. The Company’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries.

The Company’s share of income and losses from its subsidiaries is reported as incomes from subsidiaries in the accompanying condensed financial information of parent company.

F-91

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

22.	CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY<br>(cont.)

Condensed balance sheets


			2023
Assets
Current assets
Cash	2,665		$	—
Prepaid expenses and other current assets	42,700			—
Amounts due from related parties, net	229,157			—
Total current assets	274,522			—
Non-current assets
Deferred offering costs	50,320			—
Investment in subsidiaries	—			257,920
Total non-current assets	50,320			257,920
Total assets	324,842		$	257,920
Liabilities
Non-current liabilities
Accrued expenses and other payables	5,000		$	—
Total current liabilities	5,000			—
Non-current liabilities
Investment deficit in subsidiaries	2,253,434			—
Total non-current liabilities	2,253,434			—
Total liabilities	2,258,434			—
Mezzanine equity (Aggregate liquidation preference of 16,622,139 and 14,286,911 as of June 30, 2024 and 2023, respectively)
Series Angel convertible redeemable preferred shares (par value 0.0001 per share, 13,613,762 shares authorized, issued and outstanding as of June 30, 2024 and 2023, respectively)	3,560,518			3,568,326
Series Pre-A convertible redeemable preferred shares (par value 0.0001 per share, 12,495,712 shares authorized, issued and outstanding as of June 30, 2024 and 2023, respectively)	7,843,461			7,860,659
Series A convertible redeemable preferred shares (par value 0.0001 per share, 5,082,112 shares authorized, issued and outstanding as of June 30, 2024 and 2023, respectively)	8,811,509			8,830,831
Receivables for Series A convertible redeemable preferred shares	(735,496	)		(1,612,125	)
Redeemable non-controlling interests	4,584,984			—
Total mezzanine equity	24,064,976			18,647,691
Shareholders’ deficit
Ordinary shares	1,048			1,048
Additional paid-in capital	—			—
Accumulated deficit	(27,269,342	)		(19,603,513	)
Accumulated other comprehensive income	1,269,726			1,212,694
Total Scage shareholders’ deficit	(25,998,568	)		(18,389,771	)
Total liabilities, mezzanine equity and shareholders’ deficit	324,842		$	257,920

All values are in US Dollars.

F-92

SCAGE INTERNATIONAL LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

22.	CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY<br>(cont.)

Condensed statements of operations and comprehensiveloss

	For the years ended <br> June 30,
	2024			2023
	(Unaudited)			(Unaudited)
Operating loss:
General and administrative expenses	$	(160,196	)	$	—
Share of loss from subsidiaries		(5,617,007	)		(6,437,328	)
Total operating loss		(5,777,203	)		(6,437,328	)
Interest expense, net		(37,238	)		—
Total other loss, net		(37,238	)		—
Loss before income taxes		(5,814,441	)		(6,437,328	)
Income tax expense		—			—
Net loss attributable to Scage International Limited		(5,814,441	)		(6,437,328	)
Accretion of convertible redeemable preferred shares		—			(3,177,059	)
Accretion for redeemable NCI		(1,851,388	)		—
Net loss attributable to Scage International Limited’s ordinary shareholders		(7,665,829	)		(9,614,387	)
Net loss attributable to Scage International Limited		(5,814,441	)		(6,437,328	)
Other comprehensive loss:
Foreign currency translation difference		57,032			1,162,285
Total comprehensive loss attributable to Scage International Limited		(5,757,409	)		(5,275,043	)
Accretion of convertible redeemable preferred shares		—			(3,177,059	)
Accretion for redeemable NCI		(1,851,388	)		—
Comprehensive loss attributable to Scage International Limited’s ordinary shareholders	$	(7,608,797	)	$	(8,452,102	)

Condensed statements of cash flows

	For the years ended June 30,
	2024			2023
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net loss attributable to Scage International Limited	$	(5,814,441	)	$	(6,437,328	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Equity in loss of subsidiaries		5,814,441			6,437,328
Net cash provided by operating activities		—			—
Net cash provided by investing activities		—			—
Net cash provided by financing activities		2,665			—
Net change in cash		2,665			—
Cash at beginning of year		—			—
Cash at end of year	$	2,665		$	—

F-93

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Finnovate Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Finnovate Acquisition Corp. (the “Company”) as of December 31, 2024, and the related statement of operations, changes in shareholders’ deficit, and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before November 8, 2025. The Company entered into a definitive business combination agreement with a business combination target on August 21, 2023 (as amended on June 18, 2024, October 31, 2024 and April 2, 2025); however, the completion of this transaction is subject to the approval of the Company’s stockholders among other conditions. There is no assurance that the Company will obtain the necessary approvals, satisfy the required closing conditions, raise the additional capital it needs to fund its operations, and complete the transaction prior to November 8, 2025, or such other date as may be extended pursuant to the Business Combination Agreement, if at all. The Company also has no approved plan in place to extend the business combination deadline and fund operations for any period of time after November 8, 2025, or such other date as may be extended pursuant to the Business Combination Agreement, in the event that it is unable to complete a business combination by that date. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are also described in Note 1. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

/s/ HTL International, LLC

HTL International, LLC

We have served as the Company’s auditor since 2025.

Houston, Texas

June 5, 2025

F-94

FINNOVATE ACQUISITION CORP.

BALANCE SHEETS

			As of
			December 31,<br><br> 2023
Assets
Current Assets
Cash	769		$	37
Prepaid expenses	24,030			37,389
Total Current Assets	24,799			37,426
Investments held in Trust Account	10,208,877			51,200,344
Total Assets	10,233,676		$	51,237,770
Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit
Current liabilities
Accounts payable and accrued expenses	2,138,556		$	1,435,205
Working capital loan – related party	1,204,630			542,503
Promissory note payable – third party	316,520			-
Promissory note payable – related party	1,368,264			800,000
Due to a related party	83,600			56,600
Total Liabilities	5,111,570			2,834,308
Commitments and Contingencies
Class A ordinary shares subject to possible redemption,<br> 865,292 and 4,623,332 shares at redemption value of 11.80 and 11.07 at December 31, 2024 and 2023, respectively	10,208,877			51,200,344
Shareholders’ Deficit
Preference shares, 0.0001 par value; 5,000,000 shares authorized; no<br> shares issued and outstanding	-			-
Class A ordinary shares, 0.0001 par value, 500,000,000<br> shares authorized, 4,462,499 shares issued and outstanding (excluding 865,292 and 4,623,332 shares subject to possible redemption)<br> at December 31, 2024 and 2023, respectively	446			446
Class B Ordinary Shares, 0.0001 par value, 50,000,000<br> shares authorized, 1 share issued and outstanding at December 31, 2024 and 2023, respectively	-			-
Accumulated deficit	(5,087,217	)		(2,797,328	)
Total Shareholders’ Deficit	(5,086,771	)		(2,796,882	)
Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit	10,233,676		$	51,237,770

All values are in US Dollars.

The accompanying notes are an integral partof these financial statements.

F-95

FINNOVATE ACQUISITION CORP.

STATEMENTS OF OPERATIONS

	For the Year ended<br> December 31, <br><br>2024			For the Year ended<br> December 31, <br> 2023
Formation, general and administrative expenses	$	1,622,093		$	1,993,129
Loss from operations		(1,622,093	)		(1,993,129	)
Other income
Interest earned on Investments held in Trust Account		1,406,139			4,486,207
Interest earned on Bank Account		468			1,831
Total other income		1,406,607			4,488,038
Net (Loss)/Income	$	(215,486	)	$	2,494,909
Basic and diluted weighted average shares outstanding, redeemable Class A ordinary shares		2,828,475			8,982,127
Basic and diluted net (loss)/income per redeemable Class A ordinary share	$	(0.03	)	$	0.19
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares		4,462,500			4,462,500
Basic and diluted net (loss)/income per non-redeemable ordinary share	$	(0.03	)	$	0.19

The accompanying notes are an integral partof these financial statements.

F-96

FINNOVATE ACQUISITION CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS’DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2024

	Ordinary Shares								Additional					Total
	Class A				Class B				paid-in		Accumulated			Shareholder’s
	Shares		Amount		Shares		Amount		capital		deficit			Deficit
Balance - December 31, 2023		4,462,499	$	446		1	$	-		-	$	(2,797,328	)	$	(2,796,882	)
Remeasurement of Class A redeemable shares to redemption value		-		-		-		-		-		(1,406,139	)		(1,406,139	)
Extension Contribution		-		-		-		-		-		(668,264	)		(668,264	)
Net loss		-		-		-		-		-		(215,486	)		(215,486	)
Balance - December 31, 2024		4,462,499	$	446		1	$	-		-	$	(5,087,217	)	$	(5,086,771	)

The accompanying notes are an integral partof these financial statements.

F-97

FINNOVATE ACQUISITION CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS’DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2023

	Ordinary Shares										Additional						Total
	Class A				Class B						paid-in			Accumulated			Shareholder’s
	Shares		Amount		Shares			Amount			capital			deficit			Deficit
Balance - December 31, 2022		150,000	$	15		4,312,500		$	431		$	-		$	(455,795	)	$	(455,349	)
Conversion of Sponsor Shares		4,312,499		431		(4,312,499	)		(431	)		-			-			-
Promissory Note Forgiveness		-		-		-			-			449,765			-			449,765
Remeasurement of Class A redeemable shares to redemption value		-		-		-			-			(449,765	)		(4,036,442	)		(4,486,207	)
Extension Contribution		-		-		-			-			-			(800,000	)		(800,000	)
Net income		-		-		-			-			-			2,494,909			2,494,909
Balance - December 31, 2023		4,462,499	$	446		1		$	-			-		$	(2,797,328	)	$	(2,796,882	)

The accompanying notes are an integral partof these financial statements.

F-98

FINNOVATE ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

	For the Year ended			For the Year ended
	December 31,<br><br> 2024			December 31,<br><br> 2023
Cash flows from operating activities:
Net (loss)/income		(215,486	)	$	2,494,909
Interest earned on Investments held in Trust Account		(1,406,139	)		(4,486,207	)
Changes in operating assets and liabilities:
Prepaid expenses		13,359			277,113
Accounts payable and accrued expenses		703,351			912,404
Due to a related party		27,000			15,136
Net cash used in operating activities		(877,915	)		(786,645	)
Cash flows from investing activities:
Cash withdrawn from Trust Account in connection with redemptions		43,065,870			132,616,922
Extension Contribution		(668,264	)		(800,000	)
Net cash provided by investing activities		42,397,606			131,816,922
Cash flows from financing activities:
Redemption of Class A Ordinary Shares to underwriters		(43,065,870	)		(132,616,922	)
Proceeds from working capital loan – related party		662,127			542,503
Proceeds from promissory note – third party		316,520			-
Proceeds from promissory note – related party		568,264			800,000
Net cash used in financing activities		(41,518,959	)		(131,274,419	)
Net change in cash		732			(244,142	)
Cash at beginning of year		37			244,179
Cash at end of year		769		$	37
Supplemental disclosure of cash flow information:
Remeasurement of Class A redeemable shares to redemption value	$	1,406,139		$	4,486,207
Promissory Note forgiveness	$	-		$	449,765

The accompanying notes are an integral partof these financial statements.

F-99

FINNOVATE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND

Organization and General

Finnovate Acquisition Corp. (the “Company”) was incorporated in the Cayman Islands on March 15, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2024, the Company had not commenced any operations. All activity for the period from March 15, 2021 (inception) through December 31, 2024 relates to the Company’s formation and its initial public offering (the “IPO”) described below, and, since the IPO, the search for a target for its Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.

IPO

On November 8, 2021, the Company completed the sale of 15,000,000 units (the “Units” and, with respect to the shares of Class A Ordinary Shares, par value $0.0001 per share (the “Class A Ordinary Shares”) included in the Units being offered, the “Public Shares”) at $10.00 per Unit. On November 12, 2021, the Company closed on the full over-allotment resulting in the sale of an additional 2,250,000 Units. The IPO and subsequent exercise of the over- allotment generated gross proceeds of $172,500,000 , which is described in Note 4. Each Unit consists of one share of Class A Ordinary Shares and three-quarters of one redeemable warrant (“Public Warrant”).

Simultaneously with the closing of the IPO, the Company completed the sale of 7,900,000 private placement warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Finnovate Sponsor, LP (the “Sponsor”) as well as to EarlyBirdCapital, Inc. (“EarlyBirdCapital”). On November 12, 2021, pursuant to the full exercise of the over-allotment option, the Sponsor purchased an additional 900,000 Private Placement Warrants. The IPO and subsequent exercise of the over-allotment generated gross proceeds of $8,800,000 from the sale of the Private Placement Warrants.

Following the closing of the IPO on November 8, 2021 and the subsequent exercise of the over-allotment option, $175,950,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”), located in the United States at a nationally recognized financial institution, with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee will not be permitted to invest in other securities or assets. The Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of the Business Combination; (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum”) to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity; and (iii) the redemption of all of the Public Shares if the Company is unable to complete the Business Combination by November 8, 2025, subject to applicable law. If the Company does not invest the proceeds as discussed above, the Company may be deemed to be subject to the Investment Company Act.

F-100

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80 % of the net assets held in the Trust Account as defined below (excluding the underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with its Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires an interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment Company.

The Company will provide its Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, subject to the limitations described herein.

The amount in the Trust Account is approximately $11.80 per Public Share as of December 31, 2024. The per-share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the underwriting commissions the Company will pay to the underwriter. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of the Business Combination with respect to the warrants. The Company’s initial shareholders, directors and officers have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their redemption rights with respect to the 4,312,500 shares of Class B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares”) purchased in March 2021 (the “Founder Shares”, described in more detail in Note 6) and Public Shares held by them in connection with the completion of the Business Combination.

The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange rules, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares, and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.

Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s Business Combination or to redeem 100 % of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to shareholders rights or pre- Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

F-101

The Company has until November 8, 2025 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors (“Board” or “Board of Directors”), dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its right to its underwriting commission (see Note 10) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($10.00 ).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay franchise and income taxes. This liability will not apply with respect to claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity, Capital Resources and Going Concern

As of December 31, 2024, the Company had $769 in its operating bank account and a working capital deficit of $5,086,771 . The Company’s liquidity needs up to December 31, 2024 had been satisfied by payment from the Sponsor for the Founder Shares, a loan under an unsecured promissory note from the Sponsor of up to $250,000 (the “March 2021 Promissory Note”), drawdowns against the available working capital loan (the “Working Capital Loan”), as well as advances and payments made on behalf of the Company by related parties. The March 2021 Promissory Note was fully repaid as of November 8, 2021.

In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company with funds as may be required (Working Capital Loans, described in more detail in Note 6). As of December 31, 2024 and December 31, 2023, the Company had no outstanding borrowings under this loan, respectively.

F-102

On June 2, 2023, the Company issued a promissory note (the “June 2023 Promissory Note”) in the aggregate principal amount of up to $1,200,000 to the Sponsor, the proceeds from which will be deposited into the Trust Account for the benefit of each Public Share that was not redeemed in connection with the Company’s May 8, 2023 shareholder vote to approve an extension of the Company’s termination date from May 8, 2023 to May 8, 2024 (the “Extension”). The Sponsor agreed to pay $100,000 per month until the completion of an initial Business Combination, commencing on May 8, 2023 and continuing through May 8, 2024. The June 2023 Promissory Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its Business Combination and (ii) the date that the winding up of the Company is effective. At the election of the Sponsor, up to $1,200,000 of the unpaid principal amount of the June 2023 Promissory Note may be converted into warrants of the Company (the “Conversion Warrants”) at a conversion price of $1.00 per warrant. The Conversion Warrants shall be identical to the Private Placement Warrants issued by the Company at the IPO. The Company has determined that the fair value of the June 2023 Promissory Note is its face value as the note was not issued with a substantial premium. As of December 31, 2024 and 2023, the outstanding balance of the June 2023 Promissory Note was $1,100,000 and $800,000 , respectively, which is included in the Promissory Note payable – related party account on the accompanying condensed balance sheets, and no interest was accrued.

On November 8, 2023, the Company issued a promissory note in the principal amount of up to $1,500,000 to Sunorange (the “November 2023 Promissory Note”). The November 2023 Promissory Note was issued in connection with advances made by Sunorange since May 8, 2023 and advances Sunorange may make in the future to the Company for working capital expenses. The November 2023 Promissory Note is non-interest bearing and payable upon the earlier of (i) the date of the consummation of the Business Combination or (ii) the date of the Company’s liquidation. As of December 31, 2024 and 2023, the Company had $1,204,630 and $542,503 outstanding under the November 2023 Promissory Note included in the Working capital loan – related party line of the balance sheet.

On January 26, 2024, the Company issued an unsecured promissory note (the “January 2024 Promissory Note”) in the aggregate principal amount of up to $1,500,000 to Scage, a party to the Business Combination Agreement entered into by the Company, Scage, and other parties on August 21, 2023 (the “Scage Business Combination Agreement”), for the Company’s working capital needs. The January 2024 Promissory Note does not bear interest and matures upon the earlier of the closing of an initial Business Combination by the Company and the Company’s liquidation. As of December 31, 2024, the Company had $316,520 outstanding under the January 2024 Promissory Note.

On May 15, 2024, the Company issued the May 2024 Promissory Note in the aggregate principal amount of up to $225,000 to the Sponsor, which were deposited into the Trust Account for the benefit of each Public Share that was not redeemed in connection with the May 8, 2024 shareholder vote to approve the May 2024 Extension. The Sponsor agreed to pay $37,500 per month until the completion of an initial Business Combination, commencing on May 8, 2024 and continuing through November 8, 2024. As of December 31, 2024 and 2023, the balance outstanding on the May 2024 Promissory Note was $225,000 and $0 , respectively.

On November 11, 2024, the Company issued the November 2024 Note in the aggregate principal amount of up to $259,588 to the Sponsor, which will be deposited into the Trust Account for the benefit of each Public Share that was not redeemed in connection with the November 2024 Extension. The Sponsor agreed to pay $43,264 per month until the completion of an initial Business Combination, commencing on November 8, 2024 and continuing through May 8, 2025. The November 2024 Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which we consummate our Business Combination and (ii) the date that our winding up is effective. As of December 31, 2024 and 2023, the balance outstanding on the November 2024 Promissory Note was $43,264 and $0 , respectively.

These conditions, involving liquidity concerns and mandatory liquidation, raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the unaudited condensed financial statements are issued. There is no assurance that the Company’s plan to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Sunorange Investment

On April 27, 2023, the Company entered into an agreement (the “Investment Agreement”) with the Sponsor and Sunorange Limited (the “Sunorange”), pursuant to which Sunorange and its designees acquired partnership interests in the Sponsor and Class B Ordinary Shares directly held by certain Company directors, which combined interests entitled Sunorange to receive, in the aggregate, 3,557,813 Class B Ordinary Shares and 6,160,000 Private Placement Warrants (collectively, the “Insider Securities”), and the Company introduced a change in management and the Board as follows: (i) Calvin Kung shall replace David Gershon as Chairman of the Board and Chief Executive Officer, and Wang Chiu (Tommy) Wong shall replace Ron Golan as Chief Financial Officer and director on the Board, effective upon closing of the Sunorange Investment (as defined herein); (ii) Jonathan Ophir and Uri Chaitchik tendered their resignations as Chief Investment Officer and Senior Consultant, respectively, effective upon closing of the Sunorange Investment; and (iii) Mitch Garber, Gustavo Schwed and Nadav Zohar tendered their resignations as directors, effective upon expiration of all applicable waiting periods under Section 14(f) of the Exchange Act and Rule 14f-1 thereunder (such period of time being referred to herein as the “Waiting Period”), and whose vacancies were filled by individuals to be designated by Sunorange and effective upon expiration of the Waiting Period (such new officers and directors collectively referred to herein as the “New Management”). Sunorange’s acquisition of interests in the Insider Securities, the change to New Management and other transactions contemplated by the Investment Agreement are hereinafter referred to as the “Sunorange Investment.”

F-103

On May 8, 2023, the Company completed the closing of the Sunorange Investment after our shareholders approved certain proposals discussed below, and after certain closing conditions were met, including but not limited to: (i) a minimum of $30 million remaining in the Company’s Trust Account after accounting for all redemptions in connection with the Company’s extraordinary general meeting of shareholders on May 8, 2023 (the “2023 EGM”); (ii) the Company obtaining or extending a D&O insurance policy on terms satisfactory to the parties; (iii) the conversion of Class B Ordinary Shares into Class A Ordinary Shares as needed to retain shareholders and meet continued listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”) in the event that the Extension is approved; (iv) the amendment of the Sponsor’s existing limited partnership agreement; (v) the transfer of 61,875 Class B Ordinary Shares from certain Company directors to Sunorange or its designees and (vi) the cancellation of the outstanding Working Capital Loan from the Sponsor and the reduction of certain advisory fees to be due upon the closing of an initial Business Combination.

In connection with the closing of the Sunorange Investment, on May 8, 2023, Sunorange caused $300,000 to be deposited into the Trust Account to support the first three months of the Extension from May 9, 2023 through August 8, 2023 (see Note 6). Sunorange also agreed to cause to be deposited into the Trust Account an additional $100,000 for each successive month, or portion thereof, that is needed by the Company to complete an initial Business Combination until May 8, 2024.

As of December 31, 2024, $1,468,264 has been deposited into the Trust Account in support of the Extension.

Business Combination Agreement

On August 21, 2023, the Company and Scage International Limited (“Scage”) entered into a definitive Business Combination Agreement (the “Business Combination Agreement”). Scage is a zero-emission solution provider in China, focusing on the development and commercialization of heavy-duty NEV trucks and e-fuel solutions. Upon consummation of the two mergers and the other transaction contemplated by the Business Combination Agreement (the “Scage Business Combination”), Scage Future, a newly formed holding company (“Pubco”) will seek to be listed on Nasdaq. The outstanding securities of Scage and the Company will be converted into the right to receive securities of Pubco. The transaction represents a post-Business Combination valuation of $1.0 billion ($1,000,000,000 ) for Scage upon closing of the Scage Business Combination, subject to adjustment.

On August 29, 2023, the Company engaged a third-party consultant to provide the Company with an introduction to potential targets for its Business Combination. Pursuant to the terms of the agreement, the Company has agreed to pay a contingent fee of 0.5 % of the implied enterprise value of the target if the Company consummates a Business Combination. On October 13, 2024, the agreement was amended and restated to, among other things, reduce the contingent fee to 0.05 % of the implied enterprise value of the target.

Lock-Up Agreements

Simultaneously with the execution of the Business Combination Agreement, Pubco, Scage, the Company and certain shareholders of Scage (“Key Scage Shareholders”), as shareholders holding shares of Scage sufficient to constitute the Required Company Shareholder Approval (as that term is defined in the Business Combination Agreement) as the holder of record or the beneficial owner within the meaning of Rule 135-3 of the Exchange Act, each entered into Lock-Up Agreements (each, a “Key Seller Lock-Up Agreement”). It is a condition to the Closing that all stockholders of Scage between signing and Closing enter into a Lock-Up Agreement (each, a “Seller Lock-Up Agreement”).

Pursuant to each Key Seller Lock-Up Agreement, each Key Scage Shareholder agreed not to, during the period commencing from the date and time at which the Closing is actually held (the “Closing Date”) and ending on (A) the 6-month anniversary of the Closing Date with respect to 40% of the restricted securities and (B) the 36-month anniversary of the Closing Date with respect to the remaining 60% of the restricted securities, (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase of a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any restricted securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Securities (as that term is defined in the Business Combination Agreement), whether any such transaction is to be settled by delivery of such restricted securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of restricted securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”) (subject to early release if Pubco consummates a Change of Control (as that term is defined in the Business Combination Agreement)).

F-104

Pursuant to each Seller Lock-Up Agreement, the remaining Scage shareholders agreed not to make a Prohibited Transfer during the period commencing from the Closing Date and ending on the 6-month anniversary of the Closing Date (subject to early release if Pubco consummates a Change of Control).

Shareholder Support Agreement

Simultaneously with the execution of the Business Combination Agreement, the Company, Scage, and Key Scage Shareholders entered into a Shareholder Support Agreement (the “Shareholder Support Agreement”), pursuant to which, among other things, Key Scage Shareholders have agreed (a) to support the adoption of the Business Combination Agreement and the approval of the transactions contemplated therein, subject to certain customary conditions, and (b) not to transfer any of their subject shares (or enter into any arrangement with respect thereto), subject to certain customary conditions.

Sponsor Support Agreement

Simultaneously with the execution of the Business Combination Agreement, the Company, Scage, Pubco and the Sponsor entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed to vote all of its shares of the Company in favor of the Business Combination Agreement and the transactions contemplated therein. The Sponsor Support Agreement also prevents transfers of securities of the Company held by the Sponsor between the date of the Sponsor Support Agreement and the termination of the Sponsor Support Agreement.

Insider Letter Amendment

Simultaneously with the execution of the Business Combination Agreement, the Company, Scage, the Sponsor, Pubco, Calvin Kung, Wang Chiu Wong, Chunyi Hao, Tiemei Li, and Sanjay Prasad entered into an amendment (the “Insider Letter Amendment”) to that certain letter agreement, dated November 8, 2021 (the “Insider Letter”), by and among the Company, the Sponsor and the directors, officers or other initial shareholders of the Company named therein, pursuant to which Pubco and Scage are added as parties to the Insider Letter.

Non-Competition and Non-Solicitation Agreement

Simultaneously with the execution of the Business Combination Agreement, certain shareholders and officers (each, a “Subject Party”) of the Company each entered into a noncompetition and non-solicitation agreement with the Company, Pubco, Scage, and the Sponsor (collectively, the “Non-Competition and Non-Solicitation Agreement”). Under the Non-Competition and Non-Solicitation Agreement, the Subject Party agrees not to compete with Pubco, the Sponsor, the Company, Scage, and their respective affiliates during the three-year period following the Closing and, during such three-year restricted period, not to solicit employees or customers of such entities. The Non-Competition and Non-Solicitation Agreement also contains customary confidentiality and non-disparagement provisions.

Assignment, Assumption, and Amendment to Warrant Agreement

Prior to the Closing, the Company, Pubco and Continental, as warrant agent (the “Warrant Agent”), will enter the Assignment, Assumption, and Amendment to Warrant Agreement (the “Warrant Amendment”), which will amend that certain Warrant Agreement, dated as of November 8, 2021, relating to the Company warrants (the “Warrant Agreement”), filed with the SEC on November 8, 2021. Pursuant to the Warrant Amendment: (i) Pubco will assume the obligations of the Company under the Warrant Agreement, such that, among other things, Pubco will be added as a party thereto and (ii) references to the Company’s Class A Ordinary Shares in the Warrant Agreement shall mean Pubco ordinary shares.

F-105

First Amendment to the BCA

On June 18, 2024, the parties to the Business Combination Agreement entered into the First Amendment to Scage Business Combination Agreement (the “First Amendment”). The First Amendment provides for, among other things, the:

♦	reduction of the aggregate consideration to the shareholders<br>of the Company from $1,000,000,000 to $800,000,000 ;
♦	correction of a scrivener’s error to clarify that the<br>Company is not an investment company;
---	---
♦	the establishment of an American depositary share (“ADS”)<br>facility by the Pubco so that the ordinary shares to be issued by Pubco pursuant to the Business Combination Agreement may be represented<br>by ADSs;
---	---
♦	extension of the deadline for the Reorganization (as defined<br>in the Scage Business Combination Agreement) from September 30, 2023 to July 20, 2024; and
---	---
♦	extend the Outside Date (as defined in the Scage Business<br>Combination Agreement) from February 29, 2024 to October 31, 2024.
---	---

Second Amendment to the BCA

On October 31, 2024, the parties to the Business Combination Agreement entered into the Second Amendment to Business Combination Agreement (the “Second Amendment”), pursuant to which the parties agreed to extend the Outside Date (as defined in the Scage Business Combination Agreement) from October 31, 2024 to March 31, 2025.

Third Amendment to the BCA

On April 2, 2025, the parties to the Business Combination Agreement entered into the Third Amendment to Business Combination Agreement (the “Third Amendment”), pursuant to which the parties agreed to extend the Outside Date (as defined in the Scage Business Combination Agreement) from March 31, 2025 to July 31, 2025.

F-106

Risks and Uncertainties

Our results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

Management is currently evaluating the impact of such risks and has concluded that while it is reasonably possible that they could have a negative effect on the Company’s financial position, results of its operations, close of the IPO and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements of the Company is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

F-107

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $769 and $37 as of December 31, 2024 and 2023, respectively.

Investment Held in Trust Account

As of December 31, 2024 and 2023, the assets held in the Trust Account consisted of $10,208,877 and $51,200,344 , respectively. The Company’s portfolio of investments is comprised of investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value. The investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 . As of December 31, 2024, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value Measurements

The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

F-108

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1	—	Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to<br>access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily<br>and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
Level 2	—	Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not<br>active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are<br>derived principally from or corroborated by market through correlation or other means.
---	---	---
Level 3	—	Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
---	---	---

The following table details the fair value measurement of investments held in the Trust Account that were measured at fair value on a recurring basis based on the following first-tiered fair value hierarchy per ASC 820, Fair Value Measurement, as of December 31, 2024 and 2023.

	Fair Value Measurement
							Total fair
****	Level 1		Level 2		Level 3		value
Investments held in Trust Account:
As of December 31, 2024	$	10,208,877	$	-	$	-	$	10,208,877
As of December 31, 2023	$	51,200,344	$	-	$	-	$	51,200,344

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A Ordinary Shares and Class B Ordinary Shares (collectively, “Ordinary Shares”) (including Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Ordinary Shares are classified as shareholder’s equity.

F-109

The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of the initial business combination with respect to the warrants. The Sponsor, officers and directors have pursuant to a letter agreement with us, and EarlyBird Capital has pursuant to the underwriting agreement relating to IPO, agreed to waive their redemption rights with respect to their founders shares or EBC founder shares (respectively) and any public shares they may acquire during or after IPO in connection with the completion of the initial business combination. The amended and restated memorandum and articles of association will not provide a specified maximum redemption threshold, except that in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 either immediately prior to or upon completion of the initial business combination (such that the Company does not then become subject to the SEC’s “penny stock” rules), or any greater net tangible asset or cash requirement that may be contained in the agreement relating to the initial business combination. The Company’s Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholder’s equity section of the Company’s balance sheet.

Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount. Increases or decreases in the carrying amount of redeemable Ordinary Shares are affected by charges against additional paid-in capital and accumulated deficit.

As a result of the shareholder vote held on May 8, 2023, 12,626,668 shareholders exercised their right to redemption which left a remainder of 4,623,332 Class A Ordinary Shares subject to possible redemption. These shareholders were paid an aggregate of $132,616,922 , or $10.50 per share, on May 18, 2023.

As a result of the shareholder vote held on May 2, 2024, 2,374,826 shareholders exercised their right to redemption, which left a remainder of 2,248,506 Class A Ordinary Shares subject to possible redemption. These shareholders were paid an aggregate of $26,907,976 , or $11.33 per share, upon redemption.

As a result of the shareholder vote held on November 6, 2024, 1,383,214 shareholders exercised their right to redemption, which left a remainder of 865,292 Class A Ordinary Shares subject to possible redemption. These shareholders were paid an aggregate of $16,157,894 , or $11.68 per share, upon redemption.

As of December 31, 2024 and 2023, the Class A Ordinary Shares subject to possible redemption reflected in the balance sheet is reconciled in the following table:

	December 31,<br><br> 2024			December 31, <br><br>2023
As of beginning of the year	$	51,200,344		$	178,531,059
Plus:
Remeasurement of carrying value to redemption value		1,406,139			4,486,207
Extension Contributions		668,264			800,000
Less:
Redemptions of Class A ordinary shares subject to possible redemption		(43,065,870	)		(132,616,922	)
As of ending of the year	$	10,208,877		$	51,200,344

F-110

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Ordinary Shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified instruments.

As of December 31, 2024 and 2023, there were 12,926,232 and 12,924,363 Public Warrants and 8,800,000 and 8,800,000 Private Placement Warrants outstanding, respectively. For the year ended December 31, 2024, the number of Public Warrants outstanding increased by 1,869 due to the separation of Units triggered by the exercise of redemption rights, and there was no change in the number of Private Placement Warrants outstanding. There were no Public Warrants or Private Placement Warrants exercised or expired.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2024 and 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Segment Information

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates as one operating segment. The Company has concluded that net (loss) income is the measure of segment profitability. The CODM assesses performance for the Company, monitors budget versus actual results, and determines how to allocate resources based on net (loss) income as reported in the statements of operations. There is no other expense categories regularly provided to the CODM that are not already included in the primary financial statements herein.

F-111

During the years ended December 31, 2024 and 2023, the Company did not generate material international revenues and as of December 31, 2024 and 2023, the Company did not have material assets located outside of the United States.

Net (Loss)/Income Per Ordinary Share

The Company complies with accounting and disclosure requirements of the Financial Accounting Standards Board’s (“FASB”) ASC Topic 260, Earnings Per Share. Net income per share is computed by dividing net income by the weighted average number of Ordinary Shares outstanding during the period. The Company has two classes of shares, redeemable Ordinary Shares and non-redeemable Ordinary Shares. The Company’s redeemable Ordinary Shares are comprised of Class A shares sold in the IPO. The Company’s non-redeemable shares are comprised of Class A shares held by EarlyBirdCapital and Class B shares purchased by the Sponsor which were converted into Class A shares with their original legend in May 2023. Earnings and losses are shared pro rata between the two classes of shares. The Company’s statement of operations applies the two-class method in calculating net income per share. Basic and diluted net income per share for redeemable Ordinary Shares and non-redeemable Ordinary Shares is calculated by dividing net income, allocated proportionally to each class of Ordinary Shares, attributable to the Company by the weighted average number of shares of redeemable and non-redeemable Ordinary Shares outstanding.

The calculation of diluted income per ordinary share does not consider the effect of the rights issued in connection with the IPO since exercise of the rights is contingent upon the occurrence of future events and the inclusion of such rights would be anti-dilutive. Accretion of the carrying value of Class A Ordinary Shares to redemption value is excluded from net income per redeemable share because the redemption value approximates fair value. As a result, diluted income per share is the same as basic loss per share for the period presented.

Accordingly, basic and diluted income per ordinary share for the years ended December 31, 2024 and 2023 is calculated as follows:

	For the Year ended						For the Year ended
	December 31, 2024						December 31, 2023
	Redeemable Ordinary Shares			Non-Redeemable Ordinary Shares			Redeemable Ordinary Shares		Non-Redeemable Ordinary Shares
Basic and diluted net (loss)/income per share:
Numerator:
Allocation of net (loss)/income	$	(83,595	)	$	(131,891	)	$	1,666,806	$	828,103
Denominator:
Weighted-average shares outstanding		2,828,475			4,462,500			8,982,127		4,462,500
Basic and diluted net (loss)/income per share	$	(0.03	)	$	(0.03	)	$	0.19	$	0.19

F-112

Recent Accounting Standards

In November 2023, the FASB issued ASU 2023-07, which is an update to Topic 280, Segment Reporting. The amendments in this update improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments in this update: (1) require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss (collectively referred to as the “significant expense principle”), (2) require that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition. The other segment items category is the difference between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss, (3) require that a public entity provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by Topic 280 in interim periods, (4) clarify that if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit. However, at least one of the reported segment profit or loss measures (or the single reported measure, if only one is disclosed) should be the measure that is most consistent with the measurement principles used in measuring the corresponding amounts in the public entity’s consolidated financial statements. In other words, in addition to the measure that is most consistent with the measurement principles under U.S. GAAP, a public entity is not precluded from reporting additional measures of a segment’s profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources, (5) require that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources, and (6) require that a public entity that has a single reportable segment provide all the disclosures required by the amendments in this update and all existing segment disclosures in Topic 280. The amendments in this update also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in this update retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company adopted ASU 2023-07 in the annual financial statements for the fiscal year ended December 31, 2024. See Note 9 - Segment Information for further details.

In December 2023, the FASB issued ASU No 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures (“ASU 2023-09”) in order to enhance the transparency and usefulness of income tax disclosures. The guidance is applicable to all entities subject to income tax, and it will require disclosure of certain categories within the rate reconciliation to improve consistency as well as disclosure of reconciling items which meet a certain quantitative threshold which will improve transparency. Additionally, entities must disclose the amount of taxes paid to federal, state and foreign municipalities. For public business entities ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of its pending adoption of ASU 2023-09 on its financial position, results of operations or financial statement disclosure.

In March 2024, the FASB issued ASU No. 2024-02, Codification Improvements-Amendments to Remove References to the Concepts Statements (“ASU 2024-02”). The amendments in this update affect a variety of Topics in the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance. This update contains amendments to the Codification that remove references to various Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior statements to provide guidance in certain topical areas. ASU 2024-02 is effective for public business entities for fiscal years beginning after December 15, 2024. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2025. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Group does not expect to adopt this guidance early and does not expect the adoption of this ASU to have a material impact on its future consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) which requires detailed disclosures in the notes to financial statements disaggregating specific expense categories and certain other disclosures to provide enhanced transparency into the nature and function of expenses. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The requirements should be applied on a prospective basis while retrospective application is permitted. The Group does not expect to adopt this guidance early and does not expect the adoption of this ASU to have a material impact on its future consolidated financial statements.

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

F-113

NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accrued expenses and other liabilities consist of the following:

	As of December 31,
	2024		2023
Accrued professional service fees	$	2,118,205	$	1,149,530
Accrued expenses paid by employees on behalf of the Company		20,351		15,675
Accrued expenses and other liabilities	$	2,138,556	$	1,435,205

NOTE 4 – INITIAL PUBLIC OFFERING

On November 8, 2021, the Company completed its IPO of 15,000,000 Units at a price of $10.00 per Unit. The Company granted the underwriter a 45-day option from the date of the IPO to purchase up to 2,250,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On November 12, 2021, the Company closed on the underwriters’ full exercise of their over-allotment option which resulted in the sale of an additional 2,250,000 Units. The IPO and subsequent over-allotment exercise generated gross proceeds of $172,500,000 .

Each Unit consists of one share of Class A Ordinary Shares and three-quarters of one redeemable Public Warrant. Each whole Public Warrant entitles the holder thereof to purchase one share of Class A Ordinary Shares at a price of $11.50 per share, subject to adjustment (see Note 11).

Following the closing of the IPO on November 8, 2021, and subsequent exercise of the over-allotment an aggregate of $175,950,000 ($10.20 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants in the IPO and over-allotment exercise was deposited into the Trust Account. As of December 31, 2024, the net proceeds deposited into the Trust Account are invested in U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a- 7 of the Investment Company Act, as determined by the Company.

NOTE 5 – PRIVATE PLACEMENT WARRANTS

The Sponsor and EarlyBirdCapital agreed to purchase an aggregate of 7,900,000 Private Placement Warrants (7,400,000 bought by the Sponsor, and 500,000 bought by EarlyBirdCapital) at a price of $1.00 per Private Placement Warrant in a private placement that occurred simultaneously with the closing of the IPO. Simultaneously with the closing of the sale of the Over-Allotment Units on November 12, 2021, the Company completed an additional private sale of an aggregate of 900,000 warrants (the “Additional Private Placement Warrants”) to the Sponsor, which purchased 843,038 such warrants, and the underwriter, which purchased 56,962 such warrants. As a result of the IPO and subsequent over-allotment exercise, an aggregate of 8,800,000 Private Placement Warrants were sold (8,243,038 to the Sponsor and 556,962 to EarlyBirdCapital) for gross proceeds of $8,800,000 .

Each whole Private Placement Warrant is exercisable for one whole share of Class A Ordinary Shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor have been added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

NOTE 6 – RELATED PARTY TRANSACTIONS

Founder Shares

In March 2021, the Sponsor paid $25,000 (approximately $0.006 per share) in consideration for 4,312,500 shares of Class B Ordinary Shares with par value of $0.0001 . Up to 562,500 of these Founder Shares were subject to forfeiture by the Sponsor if the underwriter’s over-allotment option was not exercised, so that the number of Founder Shares will collectively represent approximately 20 % of the Company’s issued and outstanding shares after the IPO. On November 12, 2021 the underwriter fully exercised the over- allotment option which resulted in the 562,500 shares no longer being subject to forfeiture.

F-114

The Sponsor and the Company’s directors and executive officers have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their shares of Class A Ordinary Shares for cash, securities or other property.

On May 8, 2023, the Company issued an aggregate of 4,237,499 (the “Sponsor Shares”) of the Company’s Class A Ordinary Shares to the Sponsor upon the conversion of an equal number of shares of Class B Ordinary Shares (the “Sponsor Conversion”). Combined with the Director Share conversion discussed below, the Sponsor Conversion left 1 Class B ordinary share outstanding. These Sponsor Shares continue to hold the same legend as they did prior to their conversion. Accordingly, these shares are accounted for as Class A Ordinary Shares at their par value.

EarlyBirdCapital Founder Shares

In March 2021, the Company issued to EarlyBirdCapital and its designees an aggregate of 150,000 Class A Ordinary Shares (“EBC Founder Shares”) at a price of $0.0001 per share. The Company estimated the fair value of the EBC Founder Shares to be $870 based upon the price of the Founder Shares issued to the Sponsor. The holders of the EBC Founder Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

The EBC Founder Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the IPO pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the IPO, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the IPO except to any underwriter and selected dealer participating in the IPO and their officers or partners, associated persons or affiliates.

Director Shares

In October 2021, the Sponsor transferred 75,000 Founder Shares to the independent directors (“Director Shares”) at a price of $0.0001 per share. The Company estimated the fair value of the Director Shares to be $450,676 based upon the price of the Founder Shares issued to the Sponsor.

On May 8, 2023, the Company issued an aggregate of 75,000 Class A Ordinary Shares (together with the Sponsor Shares, the “Converted Class A Ordinary Shares”) to the Directors and the holders of the Company’s 75,000 Class B Ordinary Shares upon the conversion of an equal number of shares of Class B Ordinary Shares (together with the Sponsor Conversion, the “Conversion”). On the same day, in connection with the closing of the Sunorange Investment, 61,875 of the Converted Class A Ordinary Shares held by the Directors were transferred to designees of Sunorange.

The conversion of these Director Shares from Class B to Class A was not the result of a Business Combination, and the Company has previously recognized $450,676 in expenses related to these Director Shares. As such, these shares will continue to be held at their book value.

F-115

Related Party Loans

In March 2021, the Sponsor issued an unsecured Promissory Note to the Company, pursuant to which the Company was permitted to borrow an aggregate principal amount of $250,000 . The Promissory Note was non-interest bearing, and the Promissory Note was fully repaid as of November 8, 2021, upon the closing of the IPO.

In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor may, but is not obligated to, provide the Company with Working Capital Loans. Any such loans would be on an interest-free basis. If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. At the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. On May 8, 2023, in connection with the Sunorange Investment, the outstanding balance under the existing Promissory Note was forgiven. This was deemed to be a benefit to the Company under SAB Topic 5T. In order to recognize this benefit, the Company de-recognized the outstanding Promissory Note and reclassified it to additional paid-in capital, as an in-substance capital contribution. As of December 31, 2024 and 2023, the Company had no outstanding borrowings under the Working Capital Loan, respectively.

On June 2, 2023, the Company issued the June 2023 Promissory Note in the aggregate principal amount of up to $1,200,000 to the Sponsor, which will be deposited into the Trust Account for the benefit of each Public Share that was not redeemed in connection with the Company’s May 8, 2023 shareholder vote to approve the Extension. The Sponsor agreed to pay $100,000 per month until the completion of an initial Business Combination, commencing on May 8, 2023 and continuing through May 8, 2024. The June 2023 Promissory Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its Business Combination and (ii) the date that the winding up of the Company is effective. At the election of the Sponsor, up to $1,200,000 of the unpaid principal amount of the June 2023 Promissory Note may be converted into Conversion Warrants at a conversion price of $1.00 per warrant. The Conversion Warrants shall be identical to the Placement Warrants issued by the Company at the IPO. The Company has determined that the fair value of the June 2023 Promissory Note is its face value as the note was not issued with a substantial premium. The Sponsor funded the first three months of the June 2023 Promissory Note in its first payment. As of December 31, 2023, the Sponsor had deposited an aggregate of $800,000 in payments to support the Extension on behalf of the Company. As of December 31, 2024 and 2023, the outstanding balance of the June 2023 Promissory Note was $1,100,000 and $800,000 , respectively.

On November 8, 2023, the Company issued the November 2023 Promissory Note the amount of $1,500,000 to Sunorange Investment. The November 2023 Promissory Note is non-interest bearing and is due at the earlier of consummation of the Business Combination or liquidation. Prior to the November 2023 Promissory Note being in place, related parties were making advances to the Company and on behalf of the Company for the purposes of paying its vendors. All advances made by the related parties between May 8, 2023 and the date of execution are retroactively covered by the November 2023 Promissory Note. As of December 31, 2024 and 2023, $1,204,630 and $542,503 , respectively, was outstanding under the November 2023 Promissory Note.

On November 11, 2024, the Company issued the November 2024 Note in the aggregate principal amount of up to $259,588 to the Sponsor, which will be deposited into the Trust Account for the benefit of each Public Share that was not redeemed in connection with the November 2024 Extension. The Sponsor agreed to pay $43,264 per month until the completion of an initial Business Combination, commencing on November 8, 2024 and continuing through May 8, 2025. The November 2024 Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates our Business Combination and (ii) the date that the winding up of the Company is effective. As of December 31, 2024 and 2023, the balance outstanding on the May 2024 Promissory Note was $43,264 and $0 , respectively.

Administrative Services Agreement

Commencing on the date that the Company’s securities are first listed on a U.S. national securities exchange, the Company has committed to pay a total of $3,000 per month to the Sponsor for office space, utilities and administrative support services. This administrative service arrangement will terminate upon completion of the Business Combination or liquidation of the Company. This administrative service arrangement was terminated as of September 30, 2024. As of December 31, 2024, the Company has accrued $83,600 under the agreement in Due to a related party and expensed $27,000 in Formation, general and administrative expenses. As of December 31, 2023 the Company has accrued $56,600 under the agreement in Due to a related party and expensed $36,000 in Formation, general and administrative expenses.

F-116

NOTE 7 – PROMISSORY NOTE – THIRD PARTY

On January 26, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of up to $1,500,000 to Scage for the Company’s working capital needs. The January 2024 Promissory Note does not bear interest and matures upon the earlier of the closing of an initial Business Combination by the Company and the Company’s liquidation. As of December 31, 2024, $316,520 was outstanding under the January 2024 Promissory Note.

NOTE 8 – INVESTMENTS HELD IN TRUST ACCOUNT

As of December 31, 2024, investments in the Company’s Trust Account consisted of $10,208,877 in an interest-bearing demand deposit account. The following tables present information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2024 and 2023:

					Significant		Significant
			Quoted Prices		Other		Other
			in Active		Observable		Observable
	December 31,		Markets		Inputs		Inputs
	2024		(Level 1)		(Level 2)		(Level 3)
Cash in demand deposit account	$	10,208,877	$	10,208,877	$	-	$	-
	$	10,208,877	$	10,208,877	$	-	$	-
					Significant		Significant
---	---	---	---	---	---	---	---	---
			Quoted Prices		Other		Other
			in Active		Observable		Observable
	December 31,		Markets		Inputs		Inputs
	2023		(Level 1)		(Level 2)		(Level 3)
Cash in demand deposit account	$	51,200,344	$	51,200,344	$	-	$	-
	$	51,200,344	$	51,200,344	$	-	$	-

NOTE 9 – SEGMENT INFORMATION

The CODM assesses performance for the single segment and decides how to allocate resources based on net (loss) income that also is reported on the statements of operations as net (loss) income . The measure of segment assets is reported on the balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net (loss) income and total assets, which include the following:

	As of		As of
	December 31, <br><br>2024		December 31, <br><br>2023
Cash		769	$	37
Investments held in Trust Account		10,208,877		51,200,344
	For the Year ended		For the Year ended
---	---	---	---	---
	December 31,<br><br> 2024		December 31,<br><br> 2023
Formation, general and administrative expenses	$	1,622,093	$	1,993,129
Interest earned on Investments held in Trust Account		1,406,139		4,486,207

The CODM reviews interest earned on Investments held in Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

Formation, general and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews formation, general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation, general and administrative expenses as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net (loss) income are reported on the statements of operations and described within their respective disclosures.

F-117

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares and Private Placement Warrants (and any shares of Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A Ordinary Shares). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriter a 45-day option from the date of the IPO to purchase up to 2,250,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriter fully exercised this option which closed subsequent to the IPO.

EarlyBirdCapital earned an underwriting discount of $0.20 per Unit, or $3,450,000 in the aggregate, upon the closing of the IPO and subsequent exercise of the full over-allotment option.

Business Combination Marketing Agreement

The Company has engaged EarlyBirdCapital as an advisor in connection with the Business Combination to assist in holding meetings with shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing securities in connection with the Business Combination, assist in obtaining shareholder approval for the Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services solely in the event of consummation of the Business Combination in an amount equal to 1.75 %, or $3,018,750 ) of the gross proceeds of the IPO (exclusive of any applicable finders’ fees which might become payable). This fee will become payable to EarlyBirdCapital upon consummation of the Business Combination. No liability will be recorded for such fee until it becomes probable that the fee will be paid.

Consulting Agreement

The Company has engaged a third-party consultant to provide the Company with assistance in various aspects of any potential Business Combination. Pursuant to the terms of the agreement, the Company has agreed to pay a contingent fee of at least $3,500,000 if the Company consummates a Business Combination. No expense has been recorded in the financial statements related to this agreement. No expense has been recorded in the financial statements related to this agreement, nor is any due. As of May 8, 2023, this agreement was terminated.

F-118

Legal Agreement

The Company has engaged a third-party legal firm to provide the Company with assistance in various aspects of any potential Business Combination. Pursuant to the terms of the agreement, the Company has agreed to contingent payments upon the achievement of certain milestones. As of December 31, 2024, the Company has incurred and paid roughly $20,000 related to this agreement.

NOTE 11 – SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 5,000,000 preference shares, with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of December 31, 2024 and 2023, there were no preference shares issued or outstanding.

Class A Ordinary Shares— The Company is authorized to issue 500,000,000 shares of Class A Ordinary Shares with a par value of $0.0001 per share. Holders of Class A Ordinary Shares are entitled to one vote for each share . As of December 31, 2024 and 2023, there were 4,462,499 shares of Class A Ordinary Shares issued and outstanding (excluding 865,292 and 4,623,332 shares subject to possible redemption), respectively.

Class B Ordinary Shares— The Company is authorized to issue 50,000,000 shares of Class B Ordinary Shares with a par value of $0.0001 per share. As of December 31, 2024 and 2023, there was 1 share of Class B Ordinary Shares issued and outstanding, respectively.

Holders of Class A Ordinary Shares and Class B Ordinary Shares will vote together as a single class on all matters submitted to a vote of shareholders except as required by law. Under the terms of the Sunorange Investment, the Class B Ordinary Shares were converted to Class A Ordinary Shares although the Sponsor will retain at least one Class B ordinary share .

Any Founder Shares outstanding at the time of the Business Combination will automatically convert into shares of Class A Ordinary Shares on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A Ordinary Shares, or Equity-Linked Securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of a Business Combination, the ratio at which shares of Class B Ordinary Shares shall convert into shares of Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding shares of Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A Ordinary Shares issuable upon conversion of all shares of Class B Ordinary Shares will equal, in the aggregate, on an as-converted basis, 20 % of the sum of the total number of all shares of Ordinary Shares outstanding upon the completion of the IPO plus all shares of Class A Ordinary Shares and Equity-Linked Securities issued or deemed issued in connection with a Business Combination (excluding any shares or Equity-Linked Securities issued, or to be issued, to any seller in a Business Combination).

F-119

Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the IPO and (b) 30 days after the completion of a Business Combination. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share of the Company at a price of $11.50 per share.

The Company will not be obligated to deliver any shares of Class A Ordinary Shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A Ordinary Shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue any shares of Class A Ordinary Shares upon exercise of a warrant unless the share of Class A Ordinary Shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A Ordinary Shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A Ordinary Shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A Ordinary Shares is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A Ordinary Shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants. Once the warrants become exercisable, the Company may redeem the Public Warrants:

●	in whole and not in part;
●	at a price of $0.01 per warrant;
---	---
●	upon not less than 30 days’ prior written notice of<br>redemption to each warrant holder; and
---	---
●	if, and only if, the closing price of the Class A Ordinary<br>Shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three trading days before the<br>Company sends the notice of redemption to the warrant holders.
---	---

If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

In addition, if (x) the Company issues additional Class A Ordinary Shares or Equity-Linked Securities for capital raising purposes in connection with the closing of the Business Combination at a Newly Issued Price of less than $9.20 per Class A ordinary share, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our Business Combination on the date of the consummation of the Business Combination (net of redemptions), and (z) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO.

F-120

NOTE 12 – SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review the Company did not identify any subsequent events, other than those described below, that would have required adjustment or disclosure in the financial statements.

On January 3, 2025, the Sponsor consummated a distribution of its assets in accordance with its governing documents, which included the distribution of 4,237,499 Class A ordinary shares and one (1) Class B ordinary share and 8,243,038 private placement warrants then held by the Sponsor to its constituent members (the “Sponsor Distribution”). Following the Sponsor Distribution, the Sponsor no longer holds any securities of the Company. In the Sponsor Distribution, Mr. Calvin Kung, the Chief Executive Officer and Director of the Company, received 25,000 Class A Ordinary Shares. Mr. Wang Chiu (Tommy) Wong, the Chief Financial Officer and Director of the Company, received 226,153 Class A Ordinary Shares, of which 15,000 Class A Ordinary Shares were distributed to Mr. Wong in his personal capacity and 211,153 Class A Ordinary Shares were distributed to Sun Tone Limited, for which Mr. Wong is the sole owner and director. Mr. Wong also received 464,964 private placement warrants through Sun Tone Limited. While the recipients of the Company’s securities in the Sponsor Distribution agreed to remain subject to the lock-up restrictions, distributees who are not affiliates of the Company were not required to vote their shares in favor of the Company’s initial business combination, and a portion of the distributed shares may be released from such lock-up restrictions prior to the initial business combination in connection with applicable stock exchange listing requirements.

On March 28, 2025, the Company held an extraordinary general meeting of shareholders to approve, among other things, the Scage Business Combination (the “Scage Business Combination Meeting”), at which the business combination proposal, among other proposals, was approved by Finnovate shareholders. Shareholders holding 856,543 Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account and the final redemption price for the Business Combination Meeting will be calculated as of two business days prior to the consummation of the Business Combination. Such payment to the redeemed shareholders of Finnovate in connection with the Business Combination Meeting will only be made if and when the Business Combination is consummated. The closing of the Business Combination is subject to the fulfillment of various closing conditions, including but not limited to applicable exchange listing approvals.

On May 6, 2025, the Company held an extraordinary general meeting of shareholders (the “May 2025 EGM”) to approve the extension of the date by which the Company has to consummate an initial business combination from May 8, 2025 to November 8, 2025 (the “Fourth Extension Amendment”). Shareholders holding 742,834 Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in our Trust Account (the “May 2025 Redemption”). These shares were redeemed for approximately $12.18 per share for a total redemption value paid from the Trust Account of approximately $9.0 million.

As of June 5, 2025, an aggregate of $260,554 (including accrued interest) was deposited into the Trust Account in connection with the Third Extension Amendment.

F-121

Exhibit1.1

CompaniesAct (Revised)

CompanyLimited by Shares

amended and restated<br><br><br><br>memorandumof associationOFscage future

(Adopted by special resolution on 7 August 2024 and effective on 24 June 2025)

CompaniesAct (Revised)

CompanyLimited by Shares

Amendedand Restated

Memorandumof Association

ScageFuture

(Adopted by special resolution on 7 August 2024 and effective on 24 June 2025)

1	The<br> name of the Company is Scage Future.
2	The<br> Company’s registered office will be situated at the office of Ogier Global (Cayman)<br> Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands or at such other<br> place in the Cayman Islands as the directors may at any time decide.
---	---
3	The<br> Company’s objects are unrestricted. As provided by section 7(4) of the Companies Act<br> (Revised), the Company has full power and authority to carry out any object not prohibited<br> by any law of the Cayman Islands.
---	---
4	The<br> Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided<br> by section 27 (2) of the Companies Act (Revised), the Company has and is capable of exercising<br> all the functions of a natural person of full capacity irrespective of any question of corporate<br> benefit.
---	---
5	Nothing<br> in any of the preceding paragraphs permits the Company to carry on any of the following businesses<br> without being duly licensed, namely:
---	---
(a)	the<br> business of a bank or trust company without being licensed in that behalf under the Banks<br> and Trust Companies Act (Revised); or
---	---
(b)	insurance<br> business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent<br> or broker without being licensed in that behalf under the Insurance Act (Revised); or
---	---
(c)	the<br> business of company management without being licensed in that behalf under the Companies<br> Management Act (Revised).
---	---
6	The<br> Company will not trade in the Cayman Islands with any person, firm or corporation except<br> in furtherance of its business carried on outside the Cayman Islands. Despite this, the Company<br> may effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands<br> any of its powers necessary for the carrying on of its business outside the Cayman Islands.
---	---
7	The<br> Company is a company limited by shares and accordingly the liability of each member is limited<br> to the amount (if any) unpaid on that member’s shares.
---	---
8	The<br> authorised share capital of the Company is US$50,000 divided into 500,000,000 Shares comprising<br> (i) 400,000,000 Ordinary Shares of US$0.0001 par value each; and (ii) 100,000,000 Shares<br> of US$0.0001 par value each of such class or classes (however designated) as the Board may<br> determine in accordance with Article 2.4 of the Articles. However, subject to the Companies<br> Act (Revised) and the Company’s articles of association, the Company has power to do<br> any one or more of the following:
---	---
(a)	redeem<br> or repurchase any of its shares;
---	---
(b)	increase<br> or reduce its capital;
---	---
(c)	issue<br> any part of its capital (whether original, redeemed, increased or reduced):
---	---
(i)	with<br> or without any preferential, deferred, qualified or special rights, privileges or conditions;<br> or
---	---
(ii)	subject<br> to any limitations or restrictions
---	---

and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; and

(d)	alter<br> any of those rights, privileges, conditions, limitations or restrictions.
9	The<br> Company has power to register by way of continuation as a body corporate limited by shares<br> under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the<br> Cayman Islands.
---	---

Companies Act (Revised)

Company Limited By Shares

amended and restated<br><br><br><br>articles of associationOFscage future

(Adopted by special resolution passed on 7 August 2024 and effective on 24 June 2025)

Contents

1<br> Definitions, interpretation and exclusion of Table A	1
Definitions	1
Interpretation	4
Exclusion<br> of Table A Articles	4
2<br> Shares	5
Power<br> to issue Shares and options, with or without special rights	7
Power<br> to pay commissions and brokerage fees	7
Trusts<br> not recognised	7
Security<br> interests	7
Power<br> to vary class rights	7
Effect<br> of new Share issue on existing class rights	8
No<br> bearer Shares or warrants	8
Treasury<br> Shares	8
Rights<br> attaching to Treasury Shares and related matters	8
Register<br> of Members	9
Annual<br> Return	9
3<br> Share certificates	9
Issue<br> of share certificates	9
Renewal<br> of lost or damaged share certificates	10
4<br> Lien on Shares	10
Nature<br> and scope of lien	10
Company<br> may sell Shares to satisfy lien	11
Authority<br> to execute instrument of transfer	11
Consequences<br> of sale of Shares to satisfy lien	11
Application<br> of proceeds of sale	12
5<br> Calls on Shares and forfeiture	12
Power<br> to make calls and effect of calls	12
Time<br> when call made	12
Liability<br> of joint holders	12
Interest<br> on unpaid calls	13
Deemed<br> calls	13
Power<br> to accept early payment	13
Power<br> to make different arrangements at time of issue of Shares	13
Notice<br> of default	13
Forfeiture<br> or surrender of Shares	14
Disposal<br> of forfeited or surrendered Share and power to cancel forfeiture or surrender	14
Effect<br> of forfeiture or surrender on former Member	14
Evidence<br> of forfeiture or surrender	15
Sale<br> of forfeited or surrendered Shares	15
6<br> Transfer of Shares	15
Form<br> of Transfer	15
Power<br> to refuse registration for Shares not listed on a Designated Stock Exchange	15
Suspension<br> of transfers	16
Company<br> may retain instrument of transfer	16
Notice<br> of refusal to register	16

7<br> Transmission of Shares	16
Persons<br> entitled on death of a Member	16
Registration<br> of transfer of a Share following death or bankruptcy	17
Indemnity	17
Rights<br> of person entitled to a Share following death or bankruptcy	17
8<br> Alteration of capital	17
Increasing,<br> consolidating, converting, dividing and cancelling share capital	17
Dealing<br> with fractions resulting from consolidation of Shares	18
Reducing<br> share capital	18
9<br> Redemption and purchase of own Shares	19
Power<br> to issue redeemable Shares and to purchase own Shares	19
Power<br> to pay for redemption or purchase in cash or in specie	19
Effect<br> of redemption or purchase of a Share	19
10<br> Meetings of Members	20
Annual<br> and extraordinary general meetings	20
Power<br> to call meetings	20
Content<br> of notice	21
Period<br> of notice	21
Persons<br> entitled to receive notice	22
Accidental<br> omission to give notice or non-receipt of notice	22
11<br> Proceedings at meetings of Members	22
Quorum	22
Lack<br> of quorum	23
Chairman	23
Right<br> of a Director to attend and speak	23
Accommodation<br> of Members at meeting	23
Security	24
Adjournment	24
Method<br> of voting	24
Outcome<br> of vote by show of hands	24
Withdrawal<br> of demand for a poll	24
Taking<br> of a poll	25
Chairman’s<br> casting vote	25
Written<br> resolutions	25
Sole-Member<br> Company	26
12<br> Voting rights of Members	26
Right<br> to vote	26
Rights<br> of joint holders	26
Representation<br> of corporate Members	27
Member<br> with mental disorder	27
Objections<br> to admissibility of votes	27
Form<br> of proxy	27
How<br> and when proxy is to be delivered	28
Voting<br> by proxy	30
13<br> Number of Directors	30
14<br> Appointment, disqualification and removal of Directors	30
First<br> Directors	30
No<br> age limit	30
Corporate<br> Directors	30
No<br> shareholding qualification	30
Appointment<br> of Directors	31

ii

Board’s<br> power to appoint Directors	31
Removal<br> of Directors	31
Resignation<br> of Directors	31
Termination<br> of the office of Director	32
15<br> Alternate Directors	32
Appointment<br> and removal	32
Notices	33
Rights<br> of alternate Director	33
Appointment<br> ceases when the appointor ceases to be a Director	33
Status<br> of alternate Director	33
Status<br> of the Director making the appointment	34
16<br> Powers of Directors	34
Powers<br> of Directors	34
Directors<br> below the minimum number	34
Appointments<br> to office	34
Provisions<br> for employees	35
Exercise<br> of voting rights	35
Remuneration	35
Disclosure<br> of information	36
17<br> Delegation of powers	36
Power<br> to delegate any of the Directors’ powers to a committee	36
Local<br> boards	36
Power<br> to appoint an agent of the Company	36
Power<br> to appoint an attorney or authorised signatory of the Company	37
Borrowing<br> Powers	37
Corporate<br> Governance	37
18<br> Meetings of Directors	37
Regulation<br> of Directors’ meetings	37
Calling<br> meetings	37
Notice<br> of meetings	38
Use<br> of technology	38
Quorum	38
Chairman<br> or deputy to preside	38
Voting	38
Recording<br> of dissent	38
Written<br> resolutions	39
Validity<br> of acts of Directors in spite of formal defect	39
19<br> Permissible Directors’ interests and disclosure	39
20<br> Minutes	40
21<br> Accounts and audit	40
Auditors	40
22<br> Record dates	41
23<br> Dividends	41
Source<br> of dividends	41
Declaration<br> of dividends by Members	41
Payment<br> of interim dividends and declaration of final dividends by Directors	41
Apportionment<br> of dividends	42
Right<br> of set off	42

iii

Power<br> to pay other than in cash	43
How<br> payments may be made	43
Dividends<br> or other monies not to bear interest in absence of special rights	44
Dividends<br> unable to be paid or unclaimed	44
24<br> Capitalisation of profits	44
Capitalisation<br> of profits or of any share premium account or capital redemption reserve;	44
Applying<br> an amount for the benefit of Members	44
25<br> Share Premium Account	45
Directors<br> to maintain share premium account	45
Debits<br> to share premium account	45
26<br> Seal	45
Company<br> seal	45
Duplicate<br> seal	45
When<br> and how seal is to be used	45
If<br> no seal is adopted or used	46
Power<br> to allow non-manual signatures and facsimile printing of seal	46
Validity<br> of execution	46
27<br> Indemnity	46
Release	47
Insurance	47
28<br> Notices	47
Form<br> of notices	47
Electronic<br> communications	48
Persons<br> entitled to notices	49
Persons<br> authorised to give notices	49
Delivery<br> of written notices	49
Joint<br> holders	49
Signatures	49
Giving<br> notice to a deceased or bankrupt Member	50
Date<br> of giving notices	50
Saving<br> provision	51
29<br> Authentication of Electronic Records	51
Application<br> of Articles	51
Authentication<br> of documents sent by Members by Electronic means	51
Authentication<br> of document sent by the Secretary or Officers of the Company by Electronic means	51
Manner<br> of signing	52
Saving<br> provision	52
30Transfer<br> by way of continuation	52
31<br> Winding up	53
Distribution<br> of assets in specie	53
No<br> obligation to accept liability	53
32<br> Amendment of Memorandum and Articles	53
Power<br> to change name or amend Memorandum	53
Power<br> to amend these Articles	53

iv

Companies Act (Revised)

Company Limited by Shares

Amended and Restated

Articles of Association

ScageFuture

(Adopted by special resolution passed on 7 August 2024 and effective on 24 June 2025)

1	Definitions,<br> interpretation and exclusion of Table A

Definitions

1.1	In<br> these Articles, the following definitions apply:

Actmeans the Companies Act (Revised) of the Cayman Islands, including any statutory modification or re-enactment thereof for the time being in force;

Articlesmeans, as appropriate:

(a)	these<br> articles of association as amended from time to time: or
(b)	two<br> or more particular articles of these Articles;
---	---

and Article refers to a particular article of these Articles;

Auditors means the auditor or auditors for the time being of the Company;

Board means the board of Directors from time to time;

BusinessDay means a day when banks in Grand Cayman, the Cayman Islands are open for the transaction of normal banking business and for the avoidance of doubt, shall not include a Saturday, Sunday or public holiday in the Cayman Islands;

CaymanIslands means the British Overseas Territory of the Cayman Islands;

ClearDays, in relation to a period of notice, means that period of calendar days excluding:

(a)	the<br> calendar day when the notice is given or deemed to be given; and
(b)	the<br> calendar day for which it is given or on which it is to take effect;
---	---

Commission means Securities and Exchange Commission of the United States of America or other federal agency for the time being administering the U.S. Securities Act;

Company means the above-named company;

DefaultRate means ten per cent per annum;

DesignatedStock Exchanges means the Nasdaq Capital Market in the United States of America for so long as the Company’s Shares are there listed and any other stock exchange on which the Company’s Shares are listed for trading;

DesignatedStock 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 on the Designated Stock Exchanges;

Directors means the directors for the time being of the Company and the expression Director shall be construed accordingly;

Electronic has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

ElectronicRecord has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

ElectronicSignature has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

FullyPaid Up means:

(a)	in<br> relation to a Share with par value, means that the par value for that Share and any premium<br> payable in respect of the issue of that Share, has been fully paid or credited as paid in<br> money or money’s worth; and
(b)	in<br> relation to a Share without par value, means that the agreed issue price for that Share has<br> been fully paid or credited as paid in money or money’s worth;
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GeneralMeeting means a general meeting of the Company duly constituted in accordance with the Articles;

IndependentDirector means a Director who is an independent director as defined in the Designated Stock Exchange Rules as determined by the Board;

Member means any person or persons entered on the register of Members from time to time as the holder of a Share;

Memorandum means the memorandum of association of the Company as amended from time to time;

month means a calendar month;

Officer means a person appointed to hold an office in the Company including a Director, alternate Director or liquidator and excluding the Secretary;

OrdinaryResolution means a resolution of a General Meeting passed by a simple majority of Members who (being entitled to do so) vote in person or by proxy or, in the case of corporations, by their duly authorised representatives, at that meeting. The expression includes a unanimous written resolution by all of the Members entitled to vote at that General Meeting;

OrdinaryShare means an ordinary share in the capital of the Company;

PartlyPaid Up means:

(a)	in<br> relation to a Share with par value, that the par value for that Share and any premium payable<br> in respect of the issue of that Share, has not been fully paid or credited as paid in money<br> or money’s worth; and
(b)	in<br> relation to a Share without par value, means that the agreed issue price for that Share has<br> not been fully paid or credited as paid in money or money’s worth;
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Secretary means a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;

Share means a share in the share capital of the Company and the expression:

(a)	includes<br> stock (except where a distinction between shares and stock is expressed or implied); and
(b)	where<br> the context permits, also includes a fraction of a Share;
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SpecialResolution means a resolution of a General Meeting or a resolution of a meeting of the holders of any class of Shares in a class meeting duly constituted in accordance with the Articles in each case passed by a majority of not less than two-thirds of Members who (being entitled to do so) vote in person or by proxy at that meeting. The expression includes a unanimous written resolution by all of the Members entitled to vote at such meeting;

TreasuryShares means Shares held in treasury pursuant to the Act and Article 2.13; and

U.S.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.

Interpretation

1.2	In<br> the interpretation of these Articles, the following provisions apply unless the context otherwise<br> requires:
(a)	A<br> reference in these Articles to a statute is a reference to a statute of the Cayman Islands<br> as known by its short title, and includes:
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(i)	any<br> statutory modification, amendment or re-enactment; and
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(ii)	any<br> subordinate legislation or regulations issued under that statute.
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Without limitation to the preceding sentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of that Act in force from time to time as amended from time to time.

(b)	Headings<br> are inserted for convenience only and do not affect the interpretation of these Articles,<br> unless there is ambiguity.
(c)	If<br> a day on which any act, matter or thing is to be done under these Articles is not a Business<br> Day, the act, matter or thing must be done on the next Business Day.
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(d)	A<br> word which denotes the singular also denotes the plural, a word which denotes the plural<br> also denotes the singular, and a reference to any gender also denotes the other genders.
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(e)	A<br> reference to a person includes, as appropriate, a company, trust, partnership, joint<br> venture, association, body corporate or government agency.
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(f)	Where<br> a word or phrase is given a defined meaning another part of speech or grammatical form in<br> respect to that word or phrase has a corresponding meaning.
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(g)	All<br> references to time are to be calculated by reference to time in the place where the Company’s<br> registered office is located.
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(h)	The<br> words written and in writing include all modes of representing or reproducing<br> words in a visible form, but do not include an Electronic Record where the distinction between<br> a document in writing and an Electronic Record is expressed or implied.
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(i)	The<br> words including, include and in particular or any similar expression<br> are to be construed without limitation.
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1.3	The<br> headings in these Articles are intended for convenience only and shall not affect the interpretation<br> of these Articles.
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Exclusion of Table A Articles

1.4	The<br> regulations contained in Table A in the First Schedule of the Act and any other regulations<br> contained in any statute or subordinate legislation are expressly excluded and do not apply<br> to the Company.

2	Shares

Power to issue Shares and options, with or without special rights

2.1	Subject<br> to the provisions of the Act and these Articles (including provisions about the redemption<br> and purchase of the Shares), the Directors have general and unconditional authority to:
(a)	allot<br> (with or without confirming rights of renunciation), grant options over or otherwise deal<br> with any unissued Shares to such persons, at such times and on such terms and conditions<br> as they may decide; and/or
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(b)	grant<br> rights over Shares or other securities to be issued in one or more classes as they deem necessary<br> or appropriate and determine the designations, powers, preferences, privileges and other<br> rights attaching to such Shares or securities, including dividend rights, voting rights,<br> conversion rights, terms of redemption and liquidation preferences, any or all of which may<br> be greater than the powers, preferences, privileges and rights associated with the then issued<br> and outstanding Shares, at such times and on such other terms as they think proper.
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No Share may be issued at a discount except in accordance with the provisions of the Act.

2.2	Without<br> limitation to the preceding Article, the Directors may so deal with the unissued Shares:
(a)	either<br> at a premium or at par; or
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(b)	with<br> or without preferred, deferred or other special rights or restrictions, whether in regard<br> to dividend, voting, return of capital or otherwise.
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2.3	Without<br> limitation to the two preceding Articles, the Directors may refuse to accept any application<br> for Shares, and may accept any application in whole or in part, for any reason or for no<br> reason.
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2.4	Subject<br> to the provisions of the Act and these Articles (including provisions about the redemption<br> and purchase of the Shares), the Directors may authorise the division of Shares into any<br> number of classes and the different classes shall be authorised, established and designated<br> (or re-designated as the case may be) and the variations in the relative rights (including,<br> without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges<br> and payment obligations as between the different classes (if any) may be fixed and determined<br> by the Directors or by an Ordinary Resolution. The Directors may issue Shares with such preferred<br> or other rights, all or any of which may be greater than the rights of Ordinary Shares, at<br> such time and on such terms as they may think appropriate. Notwithstanding Article 2.12,<br> the Directors may issue from time to time, out of the authorised share capital of the Company<br> (other than the authorised but unissued Ordinary Shares), series of preferred shares in their<br> absolute discretion and without approval of the Members; provided, however, before any preferred<br> shares of any series are issued, the Directors shall fix, by resolution or resolutions, the<br> following provisions of such series:
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(a)	the<br> designation of such series and the number of preferred shares to constitute such series;
(b)	whether<br> the shares of such series shall have voting rights, in addition to any voting rights provided<br> by Law, and, if so, the terms of such voting rights, which may be general or limited;
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(c)	the<br> dividends, if any, payable on such series, whether any such dividends shall be cumulative,<br> and, if so, from what dates, the conditions and dates upon which such dividends shall be<br> payable, the preference or relation which such dividends shall bear to the dividends payable<br> on any Shares of any other class of Shares or any other series of preferred shares;
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(d)	whether<br> the preferred shares or such series shall be subject to redemption by the Company, and, if<br> so, the times, prices and other conditions of such redemption;
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(e)	the<br> amount or amounts payable upon preferred shares of such series upon, and the rights of the<br> holders of such series in, a voluntary or involuntary liquidation, dissolution or winding<br> up, or upon any distribution of the assets, of the Company;
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(f)	whether<br> the preferred shares of such series shall be subject to the operation of a retirement or<br> sinking fund and, if so, the extent to and manner in which any such retirement or sinking<br> fund shall be applied to the purchase or redemption of the preferred shares of such series<br> for retirement or other corporate purposes and the terms and provisions relative to the operation<br> of the retirement or sinking fund;
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(g)	whether<br> the preferred shares of such series shall be convertible into, or exchangeable for, Shares<br> of any other class of Shares or any other series of preferred shares or any other securities<br> and, if so, the price or prices or the rate or rates of conversion or exchange and the method,<br> if any, of adjusting the same, and any other terms and conditions of conversion or exchange;
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(h)	the<br> limitations and restrictions, if any, to be effective while any preferred shares or such<br> series are outstanding upon the payment of dividends or the making of other distributions<br> on, and upon the purchase, redemption or other acquisition by the Company of, the existing<br> Shares or Shares of any other class of Shares or any other series of preferred shares;
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(i)	the<br> conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon<br> the issue of any additional Shares, including additional shares of such series or of any<br> other class of Shares or any other series of preferred shares; and
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(j)	any<br> other powers, preferences and relative, participating, optional and other special rights,<br> and any qualifications, limitations and restrictions of any other class of Shares or any<br> other series of preferred shares.
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Power to pay commissions and brokerage fees

2.5	The<br> Company may pay a commission to any person in consideration of that person:
(a)	subscribing<br> or agreeing to subscribe, whether absolutely or conditionally; or
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(b)	procuring<br> or agreeing to procure subscriptions, whether absolute or conditional,
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for any Shares. That commission may be satisfied by the payment of cash or the allotment of Fully Paid Up or Partly Paid Up Shares or partly in one way and partly in another.

2.6	The<br> Company may employ a broker in the issue of its capital and pay him any proper commission<br> or brokerage.

Trusts not recognised

2.7	Except<br> as required by Act:
(a)	no<br> person shall be recognised by the Company as holding any Share on any trust; and
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(b)	no<br> person other than the Member shall be recognised by the Company as having any right in a<br> Share.
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Security interests

2.8	Notwithstanding<br> the preceding Article, the Company may (but shall not be obliged to) recognise a security<br> interest of which it has actual notice over shares. The Company shall not be treated as having<br> recognised any such security interest unless it has so agreed in writing with the secured<br> party.

Power to vary class rights

2.9	If<br> the share capital is divided into different classes of Shares then, unless the terms on which<br> a class of Shares was issued state otherwise, the rights attaching to a class of Shares may<br> only be varied if one of the following applies:
(a)	the<br> Members holding not less than two-thirds of the issued Shares of that class consent in writing<br> to the variation; or
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(b)	the<br> variation is made with the sanction of a Special Resolution passed at a separate general<br> meeting of the Members holding the issued Shares of that class.
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2.10	For<br> the purpose of Article 2.9(b), all the provisions of these Articles relating to general meetings<br> apply, mutatis mutandis, to every such separate meeting except that:
(a)	the<br> necessary quorum shall be one or more persons holding, or representing by proxy, not less<br> than one third of the issued Shares of the class; and
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(b)	any<br> Member holding issued Shares of the class, present in person or by proxy or, in the case<br> of a corporate Member, by its duly authorised representative, may demand a poll.
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Effect of new Share issue on existing class rights

2.11

Unless the terms on which a class of Shares was issued state otherwise, the rights conferred on the Member holding Shares of any class shall not be deemed to be varied by the creation or issue of further Shares ranking pari passu with the existing Shares of that class. The rights attached to or otherwise conferred upon the holders of the Shares of any class 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.

No bearer Shares or warrants

2.12	The<br> Company shall not issue Shares or warrants to bearers.

Treasury Shares

2.13	Shares<br> that the Company purchases, redeems or acquires by way of surrender in accordance with the<br> Act shall be held as Treasury Shares and not treated as cancelled if:
(a)	the<br> Directors so determine prior to the purchase, redemption or surrender of those shares; and
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(b)	the<br> relevant provisions of the Memorandum and Articles and the Act are otherwise complied with.
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Rights attaching to Treasury Shares and related matters

2.14	No<br> dividend may be declared or paid, and no other distribution (whether in cash or otherwise)<br> of the Company’s assets (including any distribution of assets to Members on a winding<br> up) may be made to the Company in respect of a Treasury Share.
2.15	The<br> Company shall be entered in the register of Members as the holder of the Treasury Shares.<br> However:
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(a)	the<br> Company shall not be treated as a Member for any purpose and shall not exercise any right<br> in respect of the Treasury Shares, and any purported exercise of such a right shall be void;<br> and
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(b)	a<br> Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company<br> and shall not be counted in determining the total number of issued shares at any given time,<br> whether for the purposes of these Articles or the Act.
2.16	Nothing<br> in Article 2.15 prevents an allotment of Shares as Fully Paid Up bonus shares in respect<br> of a Treasury Share and Shares allotted as Fully Paid Up bonus shares in respect of a Treasury<br> Share shall be treated as Treasury Shares.
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2.17	Treasury<br> Shares may be disposed of by the Company in accordance with the Act and otherwise on such<br> terms and conditions as the Directors determine.
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2.18

The Directors shall keep or cause to be kept a register of Members as required by the Act and may cause the Company to maintain one or more branch registers as contemplated by the Act, provided that where the Company is maintaining one or more branch registers, the Directors shall ensure that a duplicate of each branch register is kept with the Company’s principal register of Members and updated within such number of days of any amendment having been made to such branch register as may be required by the Act.

2.19

The title to Shares listed on a Designated Stock Exchange may be evidenced and transferred in accordance with the laws applicable to the rules and regulations of the Designated Stock Exchange and, for these purposes, the register of Members may be maintained in accordance with Article 40B of the Act.

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Annual Return

2.20	The<br> Directors in each calendar year shall prepare or cause to be prepared an annual return and<br> declaration setting forth the particulars required by the Act and shall deliver a copy thereof<br> to the registrar of companies for the Cayman Islands.
3	Share certificates
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Issue of share certificates

3.1

A Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. If the Directors resolve that share certificates shall be issued, upon being entered in the register of Members as the holder of a Share, the Directors may issue to any Member:

(a)

without payment, one certificate for all the Shares of each class held by that Member (and, upon transferring a part of the Member’s holding of Shares of any class, to a certificate for the balance of that holding); and

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(b)	upon<br> payment of such reasonable sum as the Directors may determine for every certificate after<br> the first, several certificates each for one or more of that Member’s Shares.
3.2	Every<br> certificate shall specify the number, class and distinguishing numbers (if any) of the Shares<br> to which it relates and whether they are Fully Paid Up or Partly Paid Up. A certificate may<br> be executed under seal or executed in such other manner as the Directors determine.
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3.3	Every<br> certificate shall bear legends required under the applicable laws, including the U.S. Securities<br> Act (to the extent applicable).
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3.4	The<br> Company shall not be bound to issue more than one certificate for Shares held jointly by<br> several persons and delivery of a certificate for a Share to one joint holder shall be a<br> sufficient delivery to all of them.
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Renewal of lost or damaged share certificates

3.5	If<br> a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms<br> (if any) as to:
(a)	evidence;
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(b)	indemnity;
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(c)	payment<br> of the expenses reasonably incurred by the Company in investigating the evidence; and
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(d)	payment<br> of a reasonable fee, if any for issuing a replacement share certificate,
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as the Directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.

4	Lien<br> on Shares

Nature and scope of lien

4.1	The<br> Company has a first and paramount lien on all Shares (whether Fully Paid Up or not) registered<br> in the name of a Member (whether solely or jointly with others). The lien is for all monies<br> payable to the Company by the Member or the Member’s estate:
(a)	either<br> alone or jointly with any other person, whether or not that other person is a Member; and
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(b)	whether<br> or not those monies are presently payable.
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4.2	At<br> any time the Board may declare any Share to be wholly or partly exempt from the provisions<br> of this Article.
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Company may sell Shares to satisfy lien

4.3	The<br> Company may sell any Shares over which it has a lien if all of the following conditions are<br> met:
(a)	the<br> sum in respect of which the lien exists is presently payable;
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(b)	the<br> Company gives notice to the Member holding the Share (or to the person entitled to it in<br> consequence of the death or bankruptcy of that Member) demanding payment and stating that<br> if the notice is not complied with the Shares may be sold; and
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(c)	that<br> sum is not paid within fourteen Clear Days after that notice is deemed to be given under<br> these Articles,
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and Shares to which this Article 4.3 applies shall be referred to as Lien Default Shares.

4.4	The<br> Lien Default Shares may be sold in such manner as the Board determines.
4.5	To<br> the maximum extent permitted by law, the Directors shall incur no personal liability to the<br> Member concerned in respect of the sale.
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Authority to execute instrument of transfer

4.6	To<br> give effect to a sale, the Directors may authorise any person to execute an instrument of<br> transfer of the Lien Default Shares sold to, or in accordance with the directions of, the<br> purchaser.
4.7	The<br> title of the transferee of the Lien Default Shares shall not be affected by any irregularity<br> or invalidity in the proceedings in respect of the sale.
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Consequences of sale of Shares to satisfy lien

4.8	On<br> a sale pursuant to the preceding Articles:
(a)	the<br> name of the Member concerned shall be removed from the register of Members as the holder<br> of those Lien Default Shares; and
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(b)	that<br> person shall deliver to the Company for cancellation the certificate (if any) for those Lien<br> Default Shares.
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4.9	Notwithstanding<br> the provisions of Article 4.8, such person shall remain liable to the Company for all monies<br> which, at the date of sale, were presently payable by him to the Company in respect of those<br> Lien Default Shares. That person shall also be liable to pay interest on those monies from<br> the date of sale until payment at the rate at which interest was payable before that sale<br> or, failing that, at the Default Rate. The Board may waive payment wholly or in part or enforce<br> payment without any allowance for the value of the Lien Default Shares at the time of sale<br> or for any consideration received on their disposal.
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Application of proceeds of sale

4.10	The<br> net proceeds of the sale, after payment of the costs, shall be applied in payment of so much<br> of the sum for which the lien exists as is presently payable. Any residue shall be paid to<br> the person whose Lien Default Shares have been sold:
(a)	if<br> no certificate for the Lien Default Shares was issued, at the date of the sale; or
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(b)	if<br> a certificate for the Lien Default Shares was issued, upon surrender to the Company of that<br> certificate for cancellation
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but, in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the Lien Default Shares before the sale.

5	Calls<br> on Shares and forfeiture

Power to make calls and effect of calls

5.1	Subject<br> to the terms of allotment, the Board may make calls on the Members in respect of any monies<br> unpaid on their Shares including any premium. The call may provide for payment to be by instalments.<br> Subject to receiving at least 14 Clear Days’ notice specifying when and where payment<br> is to be made, each Member shall pay to the Company the amount called on his Shares as required<br> by the notice.
5.2	Before<br> receipt by the Company of any sum due under a call, that call may be revoked in whole or<br> in part and payment of a call may be postponed in whole or in part. Where a call is to be<br> paid in instalments, the Company may revoke the call in respect of all or any remaining instalments<br> in whole or in part and may postpone payment of all or any of the remaining instalments in<br> whole or in part.
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5.3	A<br> Member on whom a call is made shall remain liable for that call notwithstanding the subsequent<br> transfer of the Shares in respect of which the call was made. He shall not be liable for<br> calls made after he is no longer registered as Member in respect of those Shares.
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Time when call made

5.4	A<br> call shall be deemed to have been made at the time when the resolution of the Directors authorising<br> the call was passed.

Liability of joint holders

5.5	Members<br> registered as the joint holders of a Share shall be jointly and severally liable to pay all<br> calls in respect of the Share.

Interest on unpaid calls

5.6	If<br> a call remains unpaid after it has become due and payable the person from whom it is due<br> and payable shall pay interest on the amount unpaid from the day it became due and payable<br> until it is paid:
(a)	at<br> the rate fixed by the terms of allotment of the Share or in the notice of the call; or
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(b)	if<br> no rate is fixed, at the Default Rate.
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The Directors may waive payment of the interest wholly or in part.

Deemed calls

5.7	Any<br> amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise,<br> shall be deemed to be payable as a call. If the amount is not paid when due the provisions<br> of these Articles shall apply as if the amount had become due and payable by virtue of a<br> call.

Power to accept early payment

5.8	The<br> Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares<br> held by him although no part of that amount has been called up.

Power to make different arrangements at time of issue of Shares

5.9	Subject<br> to the terms of allotment, the Directors may make arrangements on the issue of Shares to<br> distinguish between Members in the amounts and times of payment of calls on their Shares.

Notice of default

5.10	If<br> a call remains unpaid after it has become due and payable the Directors may give to the person<br> from whom it is due not less than 14 Clear Days’ notice requiring payment of:
(a)	the<br> amount unpaid;
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(b)	any<br> interest which may have accrued; and
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(c)	any<br> expenses which have been incurred by the Company due to that person’s default.
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5.11	The<br> notice shall state the following:
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(a)	the<br> place where payment is to be made; and
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(b)	a<br> warning that if the notice is not complied with the Shares in respect of which the call is<br> made will be liable to be forfeited.
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Forfeiture or surrender of Shares

5.12

If the notice given pursuant to Article 5.10 is not complied with, the Directors may, before the payment required by the notice has been received, resolve that any Share the subject of that notice be forfeited. The forfeiture shall include all dividends or other monies payable in respect of the forfeited Share and not paid before the forfeiture. Despite the foregoing, the Board may determine that any Share the subject of that notice be accepted by the Company as surrendered by the Member holding that Share in lieu of forfeiture.

Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender

5.13

A forfeited or surrendered Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Board determine either to the former Member who held that Share or to any other person. The forfeiture or surrender may be cancelled on such terms as the Directors think fit at any time before a sale, re-allotment or other disposition. Where, for the purposes of its disposal, a forfeited or surrendered Share is to be transferred to any person, the Directors may authorise some person to execute an instrument of transfer of the Share to the transferee.

Effect of forfeiture or surrender on former Member

5.14	On<br> forfeiture or surrender:
(a)	the<br> name of the Member concerned shall be removed from the register of Members as the holder<br> of those Shares and that person shall cease to be a Member in respect of those Shares; and
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(b)	that<br> person shall surrender to the Company for cancellation the certificate (if any) for the forfeited<br> or surrendered Shares.
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5.15	Despite<br> the forfeiture or surrender of his Shares, that person shall remain liable to the Company<br> for all monies which at the date of forfeiture or surrender were presently payable by him<br> to the Company in respect of those Shares together with:
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(a)	all<br> expenses; and
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(b)	interest<br> from the date of forfeiture or surrender until payment:
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(i)	at<br> the rate of which interest was payable on those monies before forfeiture; or
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(ii)	if<br> no interest was so payable, at the Default Rate.
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The Directors, however, may waive payment wholly or in part.

Evidence of forfeiture or surrender

5.16	A<br> declaration, whether statutory or under oath, made by a Director or the Secretary shall be<br> conclusive evidence of the following matters stated in it as against all persons claiming<br> to be entitled to forfeited Shares:
(a)	that<br> the person making the declaration is a Director or Secretary of the Company, and
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(b)	that<br> the particular Shares have been forfeited or surrendered on a particular date.
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Subject to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.

Sale of forfeited or surrendered Shares

5.17	Any<br> person to whom the forfeited or surrendered Shares are disposed of shall not be bound to<br> see to the application of the consideration, if any, of those Shares nor shall his title<br> to the Shares be affected by any irregularity in, or invalidity of the proceedings in respect<br> of, the forfeiture, surrender or disposal of those Shares.
6	Transfer<br> of Shares
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Form of Transfer

6.1	Subject<br> to the following Articles about the transfer of Shares, and provided that such transfer complies<br> with applicable rules of the Designated Stock Exchange, a Member may freely transfer Shares<br> to another person by completing an instrument of transfer in a common form or in a form prescribed<br> by the Designated Stock Exchange or in any other form approved by the directors, executed:
(a)	where<br> the Shares are Fully Paid, by or on behalf of that Member; and
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(b)	where<br> the Shares are partly paid, by or on behalf of that Member and the transferee.
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6.2	The<br> transferor shall be deemed to remain the holder of a Share until the name of the transferee<br> is entered into the Register of Members.
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Power to refuse registration for Shares not listed on a Designated Stock Exchange

6.3	Where<br> the Shares in question are not listed on or subject to the rules of any Designated Stock<br> Exchange, the Directors may in their absolute discretion decline to register any transfer<br> of such Shares which are not Fully Paid Up or on which the Company has a lien. The Directors<br> may also, but are not required to, decline to register any transfer of any such Share unless:
(a)	the<br> instrument of transfer is lodged with the Company, accompanied by the certificate (if any)<br> for the Shares to which it relates and such other evidence as the Board may reasonably require<br> to show the right of the transferor to make the transfer;
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(b)	the<br> instrument of transfer is in respect of only one class of Shares;
(c)	the<br> instrument of transfer is properly stamped, if required;
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(d)	in<br> the case of a transfer to joint holders, the number of joint holders to whom the Share is<br> to be transferred does not exceed four;
---	---
(e)	the<br> Shares transferred are Fully Paid Up and free of any lien in favour of the Company; and
---	---
(f)	any<br> applicable fee of such maximum sum as the Designated Stock Exchanges may determine to be<br> payable, or such lesser sum as the Board may from time to time require, related to the transfer<br> is paid to the Company.
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Suspension of transfers

6.4

The registration of transfers may, on 14 Clear Days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register of Members 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 of Members closed for more than 30 Clear Days in any year.

Company may retain instrument of transfer

6.5	All<br> instruments of transfer that are registered shall be retained by the Company.

Notice of refusal to register

6.6	If<br> the Directors refuse to register a transfer of any Shares, they shall within three calendar<br> months after the date on which the instrument of transfer was lodged with the Company send<br> to each of the transferor and the transferee notice of the refusal.
7	Transmission<br> of Shares
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Persons entitled on death of a Member

7.1	If<br> a Member dies, the only persons recognised by the Company as having any title to the deceased<br> Members’ interest are the following:
(a)	where<br> the deceased Member was a joint holder, the survivor or survivors; and
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(b)	where<br> the deceased Member was a sole holder, that Member’s personal representative or representatives.
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7.2	Nothing<br> in these Articles shall release the deceased Member’s estate from any liability in<br> respect of any Share, whether the deceased was a sole holder or a joint holder.
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Registration of transfer of a Share following death or bankruptcy

7.3	A<br> person becoming entitled to a Share in consequence of the death or bankruptcy of a Member<br> may elect to do either of the following:
(a)	to<br> become the holder of the Share; or
---	---
(b)	to<br> transfer the Share to another person.
---	---
7.4	That<br> person must produce such evidence of his entitlement as the Directors may properly require.
---	---
7.5	If<br> the person elects to become the holder of the Share, he must give notice to the Company to<br> that effect. For the purposes of these Articles, that notice shall be treated as though it<br> were an executed instrument of transfer.
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7.6	If<br> the person elects to transfer the Share to another person then:
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(a)	if<br> the Share is Fully Paid Up, the transferor must execute an instrument of transfer; and
---	---
(b)	if<br> the Share is nil or Partly Paid Up, the transferor and the transferee must execute an instrument<br> of transfer.
---	---
7.7	All<br> the Articles relating to the transfer of Shares shall apply to the notice or, as appropriate,<br> the instrument of transfer.
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Indemnity

7.8	A<br> person registered as a Member by reason of the death or bankruptcy of another Member shall<br> indemnify the Company and the Directors against any loss or damage suffered by the Company<br> or the Directors as a result of that registration.

Rights of person entitled to a Share following death or bankruptcy

7.9

A person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall have the rights to which he would be entitled if he were registered as the holder of the Share. But, until he is registered as Member in respect of the Share, he shall not be entitled to attend or vote at any meeting of the Company or at any separate meeting of the holders of that class of Shares.

Alteration of capital

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Increasing, consolidating, converting, dividing and cancelling share capital

8.1	To<br> the fullest extent permitted by the Act, the Company may by Ordinary Resolution do any of<br> the following and amend its Memorandum for that purpose:

(a)	increase<br> its share capital by new Shares of the amount fixed by that Ordinary Resolution and with<br> the attached rights, priorities and privileges set out in that Ordinary Resolution;
(b)	consolidate<br> and divide all or any of its share capital into Shares of larger amount than its existing<br> Shares;
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(c)	convert<br> all or any of its Paid Up Shares into stock, and reconvert that stock into Paid Up Shares<br> of any denomination;
---	---
(d)	sub-divide<br> its Shares or any of them into Shares of an amount smaller than that fixed by the Memorandum,<br> so, however, that in the sub-division, the proportion between the amount paid and the amount,<br> if any, unpaid on each reduced Share shall be the same as it was in case of the Share from<br> which the reduced Share is derived; and
---	---
(e)	cancel<br> Shares which, at the date of the passing of that Ordinary Resolution, have not been taken<br> or agreed to be taken by any person, and diminish the amount of its share capital by the<br> amount of the Shares so cancelled or, in the case of Shares without nominal par value, diminish<br> the number of Shares into which its capital is divided.
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Dealing with fractions resulting from consolidation of Shares

8.2	Whenever,<br> as a result of a consolidation of Shares, any Members would become entitled to fractions<br> of a Share the Directors may on behalf of those Members deal with the fractions as it thinks<br> fit, including (without limitation):
(a)	sell<br> the Shares representing the fractions for the best price reasonably obtainable to any person<br> (including, subject to the provisions of the Act, the Company); and
---	---
(b)	distribute<br> the net proceeds in due proportion among those Members.
---	---
8.3	For<br> the purposes of Article 8.2, the Directors may authorise some person to execute an instrument<br> of transfer of the Shares to, in accordance with the directions of, the purchaser. The transferee<br> shall not be bound to see to the application of the purchase money nor shall the transferee’s<br> title to the Shares be affected by any irregularity in, or invalidity of, the proceedings<br> in respect of the sale.
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Reducing share capital

8.4	Subject<br> to the Act and to any rights for the time being conferred on the Members holding a particular<br> class of Shares, the Company may, by Special Resolution, reduce its share capital in any<br> way.

9	Redemption<br> and purchase of own Shares

Power to issue redeemable Shares and to purchase own Shares

9.1	Subject<br> to the Act and to any rights for the time being conferred on the Members holding a particular<br> class of Shares, the Company may by its Directors:
(a)	issue<br> Shares that are to be redeemed or liable to be redeemed, at the option of the Company or<br> the Member holding those redeemable Shares, on the terms and in the manner its Directors<br> determine before the issue of those Shares;
---	---
(b)	with<br> the consent by Special Resolution of the Members holding Shares of a particular class, vary<br> the rights attaching to that class of Shares so as to provide that those Shares are to be<br> redeemed or are liable to be redeemed at the option of the Company on the terms and in the<br> manner which the Directors determine at the time of such variation; and
---	---
(c)	purchase<br> all or any of its own Shares of any class including any redeemable Shares on the terms and<br> in the manner which the Directors determine at the time of such purchase.
---	---

The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Act, including out of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.

For the avoidance of doubt, 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.

Power to pay for redemption or purchase in cash or in specie

9.2	When<br> making a payment in respect of the redemption or purchase of Shares, the Directors may make<br> the payment in cash or in specie (or partly in one and partly in the other) if so<br> authorised by the terms of the allotment of those Shares or by the terms applying to those<br> Shares in accordance with Article 9.1, or otherwise by agreement with the Member holding<br> those Shares.

Effect of redemption or purchase of a Share

9.3	Upon<br> the date of redemption or purchase of a Share:
(a)	the<br> Member holding that Share shall cease to be entitled to any rights in respect of the Share<br> other than the right to receive:
---	---
(i)	the<br> price for the Share; and
---	---

(ii)	any<br> dividend declared in respect of the Share prior to the date of redemption or purchase;
(b)	the<br> Member’s name shall be removed from the register of Members with respect to the Share;
---	---
(c)	the<br> Member shall surrender to the Company for cancellation the certificate (if any) with respect<br> to the Share; and
---	---
(d)	the<br> Share shall be cancelled or held as a Treasury Share, as the Directors may determine.
---	---
9.4	For<br> the purpose of Article 9.3, the date of redemption or purchase is the date when the Member’s<br> name is removed from the register of Members with respect to the Shares the subject of the<br> redemption or purchase.
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10	Meetings<br> of Members
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Annual and extraordinary general meetings

10.1	The<br> Company may, but shall not (unless required by the Designated Stock Exchange Rules) be obligated<br> to, in each year hold a general meeting as an annual general meeting, which, if held, shall<br> be convened by the Board, in accordance with these Articles.
10.2	All<br> general meetings other than annual general meetings shall be called extraordinary general<br> meetings.
---	---

Power to call meetings

10.3	The<br> chairman of the Board or a majority of the Directors may call a general meeting at any time.
10.4	If<br> there are insufficient Directors to constitute a quorum and the remaining Directors are unable<br> to agree on the appointment of additional Directors, the Directors must call a general meeting<br> for the purpose of appointing additional Directors.
---	---
10.5	The<br> Directors must also call a general meeting if requisitioned in the manner set out in the<br> next two Articles.
---	---
10.6	The<br> requisition must be in writing and given by one or more Members who together hold at least<br> one-third (1/3) of the rights to vote at such general meeting.
---	---
10.7	The<br> requisition must also:
---	---
(a)	specify<br> the purpose of the meeting.
---	---

(b)	be<br> signed by or on behalf of each requisitioner (and for this purpose each joint holder shall<br> be obliged to sign). The requisition may consist of several documents in like form signed<br> by one or more of the requisitioners; and
(c)	be<br> delivered in accordance with the notice provisions.
---	---
10.8	Should<br> the Directors fail to call a general meeting within 21 Clear Days’ from the date of<br> receipt of a requisition, the requisitioners or any of them may call a general meeting within<br> three months after the end of that period.
---	---
10.9	Without<br> limitation to the foregoing, if there are insufficient Directors to constitute a quorum and<br> the remaining Directors are unable to agree on the appointment of additional Directors, any<br> one or more Members who together hold at least five per cent of the rights to vote at a general<br> meeting may call a general meeting for the purpose of considering the business specified<br> in the notice of meeting which shall include as an item of business the appointment of additional<br> Directors.
---	---
10.10	If<br> the Members call a meeting under the above provisions, the Company shall reimburse their<br> reasonable expenses.
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Content of notice

10.11	Notice<br> of a general meeting shall specify each of the following:
(a)	the<br> place, the date and the hour of the meeting;
---	---
(b)	if<br> the meeting is to be held in two or more places, the technology that will be used to facilitate<br> the meeting;
---	---
(c)	subject<br> to paragraph (d) and the requirements of the Designated Stock Exchange Rules (to the extent<br> applicable), the general nature of the business to be transacted; and
---	---
(d)	if<br> a resolution is proposed as a Special Resolution, the text of that resolution.
---	---
10.12	In<br> each notice there shall appear with reasonable prominence the following statements:
---	---
(a)	that<br> a Member who is entitled to attend and vote is entitled to appoint one or more proxies to<br> attend and vote instead of that Member; and
---	---
(b)	that<br> a proxyholder need not be a Member.
---	---

Period of notice

10.13	At<br> least five (5) Clear Days’ notice shall be given to Members for any general meeting.

10.14	Subject<br> to the Act, a meeting may be convened on shorter notice, subject to the Act with the consent<br> of the Member or Members who, individually or collectively, hold at least two-thirds of the<br> voting rights of all those who have a right to vote at that meeting.

Persons entitled to receive notice

10.15	Subject<br> to the provisions of these Articles and to any restrictions imposed on any Shares, the notice<br> shall be given to the following people:
(a)	the<br> Members
---	---
(b)	persons<br> entitled to a Share in consequence of the death or bankruptcy of a Member;
---	---
(c)	the<br> Directors; and
---	---
(d)	the<br> Auditors (if appointed).
---	---
10.16	The<br> Board may determine that the Members entitled to receive notice of a meeting are those persons<br> entered on the register of Members at the close of business on a day determined by the Board.
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Accidental omission to give notice or non-receipt of notice

10.17	Proceedings<br> at a meeting shall not be invalidated by the following:
(a)	an<br> accidental failure to give notice of the meeting to any person entitled to notice; or
---	---
(b)	non-receipt<br> of notice of the meeting by any person entitled to notice.
---	---
10.18	In<br> addition, where a notice of meeting is published on a website proceedings at the meeting<br> shall not be invalidated merely because it is accidentally published:
---	---
(a)	in<br> a different place on the website; or
---	---
(b)	for<br> part only of the period from the date of the notification until the conclusion of the meeting<br> to which the notice relates.
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11	Proceedings<br> at meetings of Members
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Quorum

11.1	Save<br> as provided in the following Article, no business except for the appointment of a chairman<br> for the meeting shall be transacted at any meeting unless a quorum is present in person or<br> by proxy. A quorum is as follows:
(a)	if<br> the Company has only one Member: that Member;
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(b)	if<br> the Company has more than one Member: one or more Members holding Shares that represent not<br> less than one-third of the outstanding Shares carrying the right to vote at such general<br> meeting.

Lack of quorum

11.2	If<br> a quorum is not present within fifteen minutes of the time appointed for the meeting, or<br> if at any time during the meeting it becomes inquorate, then the following provisions apply:
(a)	If<br> the meeting was requisitioned by Members, it shall be cancelled.
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(b)	In<br> any other case, the meeting shall stand adjourned to the same time and place seven days hence,<br> or to such other time or place as is determined by the Directors. If a quorum is not present<br> within fifteen minutes of the time appointed for the adjourned meeting, then the Members<br> present in person or by proxy shall constitute a quorum.
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Chairman

11.3	The<br> chairman of a general meeting shall be the chairman of the Board or such other Director as<br> the Directors have nominated to chair Board meetings in the absence of the chairman of the<br> Board. Absent any such person being present within fifteen minutes of the time appointed<br> for the meeting, the Directors present shall elect one of their number to chair the meeting.
11.4	If<br> no Director is present within fifteen minutes of the time appointed for the meeting, or if<br> no Director is willing to act as chairman, the Members present in person or by proxy and<br> entitled to vote shall choose one of their number to chair the meeting.
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Right of a Director to attend and speak

11.5	Even<br> if a Director is not a Member, he shall be entitled to attend and speak at any general meeting<br> and at any separate meeting of Members holding a particular class of Shares.

Accommodation of Members at meeting

11.6	lf<br> it appears to the chairman of the meeting that the meeting place specified in the notice<br> convening the meeting is inadequate to accommodate all Members entitled and wishing to attend,<br> the meeting will be duly constituted and its proceedings valid if the chairman is satisfied<br> that adequate facilities are available to ensure that a Member who is unable to be accommodated<br> is able (whether at the meeting place or elsewhere):
(a)	to<br> participate in the business for which the meeting has been convened;
---	---
(b)	to<br> hear and see all persons present who speak (whether by the use of microphones, loud-speakers,<br> audio-visual communications equipment or otherwise); and
---	---
(c)	to<br> be heard and seen by all other persons present in the same way.
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Security

11.7

In addition to any measures which the Board may be required to take due to the location or venue of the meeting, the Board may make any arrangement and impose any restriction it considers appropriate and reasonable in the circumstances to ensure the security of a meeting including, without limitation, the searching of any person attending the meeting and the imposing of restrictions on the items of personal property that may be taken into the meeting place. The Board may refuse entry to, or eject from, a meeting a person who refuses to comply with any such arrangements or restrictions.

Adjournment

11.8	The<br> chairman may at any time adjourn a meeting with the consent of the Members constituting a<br> quorum. The chairman must adjourn the meeting if so directed by the meeting. No business,<br> however, can be transacted at an adjourned meeting other than business which might properly<br> have been transacted at the original meeting.
11.9	Should<br> a meeting be adjourned for more than fourteen (14) Clear Days, whether because of a lack<br> of quorum or otherwise, Members shall be given at least seven Clear Days’ notice of<br> the date, time and place of the adjourned meeting and the general nature of the business<br> to be transacted. Otherwise it shall not be necessary to give any notice of the adjournment.
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Method of voting

11.10	A<br> resolution put to the vote of the meeting shall be decided on a show of hands unless before,<br> or on, the declaration of the result of the show of hands, a poll is duly demanded. Subject<br> to the Act, a poll may be demanded:
(a)	by<br> the chairman of the meeting;
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(b)	by<br> at least two Members having the right to vote on the resolutions; or
---	---
(c)	by<br> any Member or Members present who, individually or collectively, hold at least ten per cent<br> of the voting rights of all those who have a right to vote on the resolution.
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Outcome of vote by show of hands

11.11	Unless<br> a poll is duly demanded, a declaration by the chairman as to the result of a resolution and<br> an entry to that effect in the minutes of the meeting shall be conclusive evidence of the<br> outcome of a show of hands without proof of the number or proportion of the votes recorded<br> in favour of or against the resolution.

Withdrawal of demand for a poll

11.12

The demand for a poll may be withdrawn before the poll is taken, but only with the consent of the chairman. The chairman shall announce any such withdrawal to the meeting and, unless another person forthwith demands a poll, any earlier show of hands on that resolution shall be treated as the vote on that resolution; if there has been no earlier show of hands, then the resolution shall be put to the vote of the meeting.

Taking of a poll

11.13	A<br> poll demanded on the question of adjournment shall be taken immediately.
11.14	A<br> poll demanded on any other question shall be taken either immediately or at an adjourned<br> meeting at such time and place as the chairman directs, not being more than thirty Clear<br> Days after the poll was demanded.
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11.15	The<br> demand for a poll shall not prevent the meeting continuing to transact any business other<br> than the question on which the poll was demanded.
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11.16	A<br> poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who<br> need not be Members) and fix a place and time for declaring the result of the poll. If, through<br> the aid of technology, the meeting is held in more than one places, the chairman may appoint<br> scrutineers in more than one places; but if he considers that the poll cannot be effectively<br> monitored at that meeting, the chairman shall adjourn the holding of the poll to a date,<br> place and time when that can occur.
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Chairman’s casting vote

11.17	In<br> the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of<br> the meeting at which the show of hands takes place or at which the poll is demanded shall<br> be entitled to a second or casting vote.

Written resolutions

11.18	Members<br> may pass a resolution in writing without holding a meeting if the following conditions are<br> met:
(a)	all<br> Members entitled to vote are given notice of the resolution as if the same were being proposed<br> at a meeting of Members;
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(b)	all<br> Members entitled so to vote;
---	---
(i)	sign<br> a document; or
---	---
(ii)	sign<br> several documents in the like form each signed by one or more of those Members; and
---	---
(c)	the<br> signed document or documents is or are delivered to the Company, including, if the Company<br> so nominates, by delivery of an Electronic Record by Electronic means to the address specified<br> for that purpose.
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(d)	Such<br> written resolution shall be as effective as if it had been passed at a meeting of the Members<br> entitled to vote duly convened and held.
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11.19

If a written resolution is described as a Special Resolution or as an Ordinary Resolution, it has effect accordingly.

11.20

The Directors may determine the manner in which written resolutions shall be put to Members. In particular, they may provide, in the form of any written resolution, for each Member to indicate, out of the number of votes the Member would have been entitled to cast at a meeting to consider the resolution, how many votes he wishes to cast in favour of the resolution and how many against the resolution or to be treated as abstentions. The result of any such written resolution shall be determined on the same basis as on a poll.

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Sole-Member Company

11.21	If<br> the Company has only one Member, and the Member records in writing his decision on a question,<br> that record shall constitute both the passing of a resolution and the minute of it.
12	Voting<br> rights of Members
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Right to vote

12.1	Unless<br> their Shares carry no right to vote, or unless a call or other amount presently payable has<br> not been paid, all Members are entitled to vote at a general meeting, whether on a show of<br> hands or on a poll, and all Members holding Shares of a particular class of Shares are entitled<br> to vote at a meeting of the holders of that class of Shares.
12.2	Members<br> may vote in person or by proxy.
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12.3	On<br> a show of hands, every Member shall have one vote. For the avoidance of doubt, an individual<br> who represents two or more Members, including a Member in that individual’s own right,<br> that individual shall be entitled to a separate vote for each Member.
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12.4	On<br> a poll a Member shall have one vote for each Share he holds, unless any Share carries special<br> voting rights.
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12.5	No<br> Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his<br> Shares in the same way.
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Rights of joint holders

12.6	If<br> Shares are held jointly, only one of the joint holders may vote. If more than one of the<br> joint holders tenders a vote, the vote of the holder whose name in respect of those Shares<br> appears first in the register of Members shall be accepted to the exclusion of the votes<br> of the other joint holder.

Representation of corporate Members

12.7	Save<br> where otherwise provided, a corporate Member must act by a duly authorised representative.
12.8	A<br> corporate Member wishing to act by a duly authorised representative must identify that person<br> to the Company by notice in writing.
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12.9	The<br> authorisation may be for any period of time, and must be delivered to the Company before<br> the commencement of the meeting at which it is first used.
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12.10	The<br> Directors of the Company may require the production of any evidence which they consider necessary<br> to determine the validity of the notice.
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12.11	Where<br> a duly authorised representative is present at a meeting that Member is deemed to be present<br> in person; and the acts of the duly authorised representative are personal acts of that Member.
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12.12	A<br> corporate Member may revoke the appointment of a duly authorised representative at any time<br> by notice to the Company; but such revocation will not affect the validity of any acts carried<br> out by the duly authorised representative before the Directors of the Company had actual<br> notice of the revocation.
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Member with mental disorder

12.13

A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Cayman Islands or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by that Member’s receiver, curator bonis or other person authorised in that behalf appointed by that court.

12.14

For the purpose of the preceding Article, evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote must be received not less than 24 hours before holding the relevant meeting or the adjourned meeting in any manner specified for the delivery of forms of appointment of a proxy, whether in writing or by Electronic means. In default, the right to vote shall not be exercisable.

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Objections to admissibility of votes

12.15	An<br> objection to the validity of a person’s vote may only be raised at the meeting or at<br> the adjourned meeting at which the vote is sought to be tendered. Any objection duly made<br> shall be referred to the chairman whose decision shall be final and conclusive.

Form of proxy

12.16	An<br> instrument appointing a proxy shall be in any common form or in any other form approved by<br> the Directors.

12.17	The<br> instrument must be in writing and signed in one of the following ways:
(a)	by<br> the Member; or
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(b)	by<br> the Member’s authorised attorney; or
---	---
(c)	if<br> the Member is a corporation or other body corporate, under seal or signed by an authorised<br> officer, secretary or attorney.
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If the Directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying the Articles about authentication of Electronic Records.

12.18	The<br> Directors may require the production of any evidence which they consider necessary to determine<br> the validity of any appointment of a proxy.
12.19	A<br> Member may revoke the appointment of a proxy at any time by notice to the Company duly signed<br> in accordance with Article 12.17.
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12.20	No<br> revocation by a Member of the appointment of a proxy made in accordance with Article 12.19<br> will affect the validity of any acts carried out by the relevant proxy before the Directors<br> of the Company had actual notice of the revocation.
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How and when proxy is to be delivered

12.21	Subject<br> to the following Articles, the Directors may, in the notice convening any meeting or adjourned<br> meeting, or in an instrument of proxy sent out by the Company, specify the manner by which<br> the instrument appointing a proxy shall be deposited and the place and the time (being not<br> later than the time appointed for the commencement of the meeting or adjourned meeting to<br> which the proxy relates) at which the instrument appointing a proxy shall be deposited. In<br> the absence of any such direction from the Directors in the notice convening any meeting<br> or adjourned meeting or in an instrument of proxy sent out by the Company, the form of appointment<br> of a proxy and any authority under which it is signed (or a copy of the authority certified<br> notarially or in any other way approved by the Directors) must be delivered so that it is<br> received by the Company before the time for holding the meeting or adjourned meeting at which<br> the person named in the form of appointment of proxy proposes to vote. They must be delivered<br> in either of the following ways:
(a)	In<br> the case of an instrument in writing, it must be left at or sent by post:
---	---
(i)	to<br> the registered office of the Company; or
---	---
(ii)	to<br> such other place within the Cayman Islands specified in the notice convening the meeting<br> or in any form of appointment of proxy sent out by the Company in relation to the meeting.
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(b)	If,<br> pursuant to the notice provisions, a notice may be given to the Company in an Electronic<br> Record, an Electronic Record of an appointment of a proxy must be sent to the address specified<br> pursuant to those provisions unless another address for that purpose is specified:
(i)	in<br> the notice convening the meeting; or
---	---
(ii)	in<br> any form of appointment of a proxy sent out by the Company in relation to the meeting; or
---	---
(iii)	in<br> any invitation to appoint a proxy issued by the Company in relation to the meeting.
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(c)	Notwithstanding<br> Article 12.21(a) and Article 12.21(b), the chairman of the Company may, in any event at his<br> discretion, direct that an instrument of proxy shall be deemed to have been duly deposited.
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12.22	Where<br> a poll is taken:
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(a)	if<br> it is taken more than seven Clear Days after it is demanded, the form of appointment of a<br> proxy and any accompanying authority (or an Electronic Record of the same) must be delivered<br> in accordance with Article 12.21 before the time appointed for the taking of the poll;
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(b)	if<br> it to be taken within seven Clear Days after it was demanded, the form of appointment of<br> a proxy and any accompanying authority (or an Electronic Record of the same) must be delivered<br> in accordance with Article 12.21 before the time appointed for the taking of the poll.
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12.23	If<br> the form of appointment of proxy is not delivered on time, it is invalid.
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12.24	When<br> two or more valid but differing appointments of proxy are delivered or received in respect<br> of the same Share for use at the same meeting and in respect of the same matter, the one<br> which is last validly delivered or received (regardless of its date or of the date of its<br> execution) shall be treated as replacing and revoking the other or others as regards that<br> Share. lf the Company is unable to determine which appointment was last validly delivered<br> or received, none of them shall be treated as valid in respect of that Share.
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12.25	The<br> Board may at the expense of the Company send forms of appointment of proxy to the Members<br> by post (that is to say, pre-paying and posting a letter), or by Electronic communication<br> or otherwise (with or without provision for their return by pre-paid post) for use at any<br> general meeting or at any separate meeting of the holders of any class of Shares, either<br> blank or nominating as proxy in the alternative any one or more of the Directors or any other<br> person. lf for the purpose of any meeting invitations to appoint as proxy a person or one<br> of a number of persons specified in the invitations are issued at the Company’s expense,<br> they shall be issued to all (and not to some only) of the Members entitled to be sent notice<br> of the meeting and to vote at it. The accidental omission to send such a form of appointment<br> or to give such an invitation to, or the non-receipt of such form of appointment by, any<br> Member entitled to attend and vote at a meeting shall not invalidate the proceedings at that<br> meeting
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Voting by proxy

12.26	A<br> proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would<br> have had except to the extent that the instrument appointing him limits those rights. Notwithstanding<br> the appointment of a proxy, a Member may attend and vote at a meeting or adjourned meeting.<br> If a Member votes on any resolution a vote by his proxy on the same resolution, unless in<br> respect of different Shares, shall be invalid.
12.27	The<br> instrument appointing a proxy to vote at a meeting shall be deemed also to confer authority<br> to demand or join in demanding a poll and, for the purposes of Article 11.11, a demand by<br> a person as proxy for a Member shall be the same as a demand by a Member. Such appointment<br> shall not confer any further right to speak at the meeting, except with the permission of<br> the chairman of the meeting.
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13	Number<br> of Directors
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13.1	There<br> shall be a Board consisting of not less than three persons provided however that the Company<br> may by Ordinary Resolution increase or reduce the limits in the number of Directors. Unless<br> fixed by Ordinary Resolution, the maximum number of Directors shall be unlimited.
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14	Appointment,<br> disqualification and removal of Directors
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First Directors

14.1	The<br> first Directors shall be appointed in writing by the subscriber or subscribers to the Memorandum,<br> or a majority of them.

No age limit

14.2	There<br> is no age limit for Directors save that they must be at least eighteen years of age.

Corporate Directors

14.3	Unless<br> prohibited by law, a body corporate may be a Director. If a body corporate is a Director,<br> the Articles about representation of corporate Members at general meetings apply, mutatis<br> mutandis, to the Articles about Directors’ meetings.

No shareholding qualification

14.4	Unless<br> a shareholding qualification for Directors is fixed by Ordinary Resolution, no Director shall<br> be required to own Shares as a condition of his appointment.

Appointment of Directors

14.5	A<br> Director may be appointed by Ordinary Resolution or by the Directors. Any appointment may<br> be to fill a vacancy or as an additional Director.
14.6	The<br> remaining Director(s) may appoint a Director even though there is not a quorum of Directors.
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14.7	No<br> appointment can cause the number of Directors to exceed the maximum (if one is set); and<br> any such appointment shall be invalid.
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14.8	For<br> so long as Shares are listed on a Designated Stock Exchange, the Directors shall include<br> at least such number of Independent Directors as applicable law, rules or regulations or<br> the Designated Stock Exchange Rules require as determined by the Board.
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Board’s power to appoint Directors

14.9

Without prejudice to the Company’s power to appoint a person to be a Director pursuant to these Articles, the Board shall have power at any time to appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Board, subject to the total number of Directors not exceeding any maximum number fixed by or in accordance with these Articles.

14.10

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.

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Removal of Directors

14.11	A<br> Director may be removed by Ordinary Resolution.

Resignation of Directors

14.12	A<br> Director may at any time resign office by giving to the Company notice in writing or, if<br> permitted pursuant to the notice provisions, in an Electronic Record delivered in either<br> case in accordance with those provisions.
14.13	Unless<br> the notice specifies a different date, the Director shall be deemed to have resigned on the<br> date that the notice is delivered to the Company.
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Termination of the office of Director

14.14	A<br> Director may retire from office as a Director by giving notice in writing to that effect<br> to the Company at the registered office, which notice shall be effective upon such date as<br> may be specified in the notice, failing which upon delivery to the registered office.
14.15	Without<br> prejudice to the provisions in these Articles for retirement (by rotation or otherwise),<br> a Director’s office shall be terminated forthwith if:
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(a)	he<br> is prohibited by the law of the Cayman Islands from acting as a Director; or
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(b)	he<br> is made bankrupt or makes an arrangement or composition with his creditors generally; or
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(c)	he<br> resigns his office by notice to the Company; or
---	---
(d)	he<br> only held office as a Director for a fixed term and such term expires; or
---	---
(e)	in<br> the opinion of a registered medical practitioner by whom he is being treated he becomes physically<br> or mentally incapable of acting as a Director; or
---	---
(f)	he<br> is given notice by the majority of the other Directors (not being less than two in number)<br> to vacate office (without prejudice to any claim for damages for breach of any agreement<br> relating to the provision of the services of such Director); or
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(g)	he<br> is made subject to any law relating to mental health or incompetence, whether by court order<br> or otherwise; or
---	---
(h)	without<br> the consent of the other Directors, he is absent from meetings of Directors for a continuous<br> period of six months.
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15	Alternate<br> Directors
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Appointment and removal

15.1	Any<br> Director may appoint any other person, including another Director, to act in his place as<br> an alternate Director. No appointment shall take effect until the Director has given notice<br> of the appointment to the Board.
15.2	A<br> Director may revoke his appointment of an alternate at any time. No revocation shall take<br> effect until the Director has given notice of the revocation to the Board.
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15.3	A<br> notice of appointment or removal of an alternate Director shall be effective only if given<br> to the Company by one or more of the following methods:
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(a)	by<br> notice in writing in accordance with the notice provisions contained in these Articles;
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(b)	if<br> the Company has a facsimile address for the time being, by sending by facsimile transmission<br> to that facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission<br> to the facsimile address of the Company’s registered office a facsimile copy (in either<br> case, the facsimile copy being deemed to be the notice unless Article 29.7 applies), in which<br> event notice shall be taken to be given on the date of an error-free transmission report<br> from the sender’s fax machine;
(c)	if<br> the Company has an email address for the time being, by emailing to that email address a<br> scanned copy of the notice as a PDF attachment or, otherwise, by emailing to the email address<br> provided by the Company’s registered office a scanned copy of the notice as a PDF attachment<br> (in either case, the PDF version being deemed to be the notice unless Article 29.7 applies),<br> in which event notice shall be taken to be given on the date of receipt by the Company or<br> the Company’s registered office (as appropriate) in readable form; or
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(d)	if<br> permitted pursuant to the notice provisions, in some other form of approved Electronic Record<br> delivered in accordance with those provisions in writing.
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Notices

15.4	All<br> notices of meetings of Directors shall continue to be given to the appointing Director and<br> not to the alternate.

Rights of alternate Director

15.5

An alternate Director shall be entitled to attend and vote at any Board meeting or meeting of a committee of the Directors at which the appointing Director is not personally present, and generally to perform all the functions of the appointing Director in his absence. An alternate Director, however, is not entitled to receive any remuneration from the Company for services rendered as an alternate Director.

Appointment ceases when the appointor ceases to be a Director

15.6	An<br> alternate Director shall cease to be an alternate Director if:
(a)	the<br> Director who appointed him ceases to be a Director; or
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(b)	the<br> Director who appointed him revokes his appointment by notice delivered to the Board or to<br> the registered office of the Company or in any other manner approved by the Board; or
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(c)	in<br> any event happens in relation to him which, if he were a Director of the Company, would cause<br> his office as Director to be vacated.
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Status of alternate Director

15.7	An<br> alternate Director shall carry out all functions of the Director who made the appointment.

15.8	Save<br> where otherwise expressed, an alternate Director shall be treated as a Director under these<br> Articles.
15.9	An<br> alternate Director is not the agent of the Director appointing him.
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15.10	An<br> alternate Director is not entitled to any remuneration for acting as alternate Director.
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Status of the Director making the appointment

15.11	A<br> Director who has appointed an alternate is not thereby relieved from the duties which he<br> owes the Company.
16	Powers<br> of Directors
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Powers of Directors

16.1	Subject<br> to the provisions of the Act, the Memorandum and these Articles the business of the Company<br> shall be managed by the Directors who may for that purpose exercise all the powers of the<br> Company.
16.2	No<br> prior act of the Directors shall be invalidated by any subsequent alteration of the Memorandum<br> or these Articles. However, to the extent allowed by the Act, Members may, by Special Resolution,<br> validate any prior or future act of the Directors which would otherwise be in breach of their<br> duties.
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Directors below the minimum number

16.3

lf the number of Directors is less than the minimum prescribed in accordance with these Articles, the remaining Director or Directors shall act only for the purposes of appointing an additional Director or Directors to make up such minimum or of convening a general meeting of the Company for the purpose of making such appointment. lf there are no Director or Directors able or willing to act, any two Members may summon a general meeting for the purpose of appointing Directors. Any additional Director so appointed shall hold office (subject to these Articles) only until the dissolution of the annual general meeting next following such appointment unless he is re-elected during such meeting.

Appointments to office

16.4	The<br> Directors may appoint a Director:
(a)	as<br> chairman of the Board;
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(b)	as<br> managing Director;
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(c)	to<br> any other executive office,
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for such period, and on such terms, including as to remuneration as they think fit.

16.5	The<br> appointee must consent in writing to holding that office.
16.6	Where<br> a chairman is appointed he shall, unless unable to do so, preside at every meeting of Directors.
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16.7	If<br> there is no chairman, or if the chairman is unable to preside at a meeting, that meeting<br> may select its own chairman; or the Directors may nominate one of their number to act in<br> place of the chairman should he ever not be available.
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16.8	Subject<br> to the provisions of the Act, the Directors may also appoint and remove any person, who need<br> not be a Director:
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(a)	as<br> Secretary; and
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(b)	to<br> any office that may be required
---	---
for such period and on<br> such terms, including as to remuneration, as they think fit. In the case of an Officer, that Officer may be given any<br> title the Directors decide.
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16.9	The<br> Secretary or Officer must consent in writing to holding that office.
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16.10	A<br> Director, Secretary or other Officer of the Company may not the hold the office, or perform<br> the services, of auditor.
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Provisions for employees

16.11	The<br> Board may make provision for the benefit of any persons employed or formerly employed by<br> the Company or any of its subsidiary undertakings (or any member of his family or any person<br> who is dependent on him) in connection with the cessation or the transfer to any person of<br> the whole or part of the undertaking of the Company or any of its subsidiary undertakings.

Exercise of voting rights

16.12

The Board may exercise the voting power conferred by the Shares in any body corporate held or owned by the Company in such manner in all respects as it thinks fit (including, without limitation, the exercise of that power in favour of any resolution appointing any Director as a Director of such body corporate, or voting or providing for the payment of remuneration to the Directors of such body corporate).

Remuneration

16.13	Every<br> Director may be remunerated by the Company for the services he provides for the benefit of<br> the Company, whether as Director, employee or otherwise, and shall be entitled to be paid<br> for the expenses incurred in the Company’s business including attendance at Directors’<br> meetings.
16.14	Until<br> otherwise determined by the Company by Ordinary Resolution, the Directors (other than alternate<br> Directors) shall be entitled to such remuneration by way of fees for their services in the<br> office of Director as the Directors may determine.
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16.15	Remuneration<br> may take any form and may include arrangements to pay pensions, health insurance, death or<br> sickness benefits, whether to the Director or to any other person connected to or related<br> to him.
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16.16	Unless<br> his fellow Directors determine otherwise, a Director is not accountable to the Company for<br> remuneration or other benefits received from any other company which is in the same group<br> as the Company or which has common shareholdings.
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Disclosure of information

16.17

Subject to the compliance with applicable laws, including the federal securities laws of the United States, the Directors may release or disclose to a third party any information regarding the affairs of the Company, including any information contained in the register of Members relating to a Member, (and they may authorise any Director, Officer or other authorised agent of the Company to release or disclose to a third party any such information in his possession) if:

(a)

the Company or that person, as the case may be, is lawfully required to do so under the laws of any jurisdiction to which the Company is subject; or

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(b)	such<br> disclosure is in compliance with the Designated Stock Exchange Rules; or
(c)	such<br> disclosure is in accordance with any contract entered into by the Company; or
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(d)	the<br> Directors are of the opinion such disclosure would assist or facilitate the Company’s<br> operations.
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17	Delegation<br> of powers
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Power to delegate any of the Directors’ powers to a committee

17.1	The<br> Directors may delegate any of their powers to any committee consisting of one or more persons<br> who need not be Members. Persons on the committee may include non-Directors so long as the<br> majority of those persons are Directors. For so long as Shares are listed on a Designated<br> Stock Exchange, any such committee shall be made up of such number of Independent Directors<br> as required from time to time by the Designated Stock Exchange Rules or otherwise required<br> by applicable law.
17.2	The<br> delegation may be collateral with, or to the exclusion of, the Directors’ own powers.
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17.3	The<br> delegation may be on such terms as the Directors think fit, including provision for the committee<br> itself to delegate to a sub-committee; save that any delegation must be capable of being<br> revoked or altered by the Directors at will.
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17.4	Unless<br> otherwise permitted by the Directors, a committee must follow the procedures prescribed for<br> the taking of decisions by Directors.
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17.5	For<br> so long as Shares are listed on a Designated Stock Exchange, the Board shall establish an<br> audit committee, a compensation committee and a nominating and corporate governance committee.<br> Each of these committees shall be empowered to do all things necessary to exercise the rights<br> of such committee set forth in these Articles. Each of the audit committee, compensation<br> committee and nominating and corporate governance committee shall consist of at least three<br> Directors (or such larger minimum number as may be required from time to time by the Designated<br> Stock Exchange Rules). The committees shall be made up of such number of Independent Directors<br> as required from time to time by the Designated Stock Exchange Rules or otherwise required<br> by applicable law, subject to any exemptions permitted under the Designated Stock Exchange<br> Rules and other applicable laws.
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Local boards

17.6	The<br> Board may establish any local or divisional board or agency for managing any of the affairs<br> of the Company whether in the Cayman Islands or elsewhere and may appoint any persons to<br> be members of a local or divisional Board, or to be managers or agents, and may fix their<br> remuneration.
17.7	The<br> Board may delegate to any local or divisional board, manager or agent any of its powers and<br> authorities (with power to sub-delegate) and may authorise the members of any local or divisional<br> board or any of them to fill any vacancies and to act notwithstanding vacancies.
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17.8	Any<br> appointment or delegation under this Article 17.8 may be made on such terms and subject to<br> such conditions as the Board thinks fit and the Board may remove any person so appointed,<br> and may revoke or vary any delegation.
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Power to appoint an agent of the Company

17.9	The<br> Directors may appoint any person, either generally or in respect of any specific matter,<br> to be the agent of the Company with or without authority for that person to delegate all<br> or any of that person’s powers. The Directors may make that appointment:
(a)	by<br> causing the Company to enter into a power of attorney or agreement; or
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(b)	in<br> any other manner they determine.
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Power to appoint an attorney or authorised signatory of the Company

17.10	The<br> Directors may appoint any person, whether nominated directly or indirectly by the Directors,<br> to be the attorney or the authorised signatory of the Company. The appointment may be:
(a)	for<br> any purpose;
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(b)	with<br> the powers, authorities and discretions;
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(c)	for<br> the period; and
---	---
(d)	subject<br> to such conditions
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as they think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the Directors under these Articles. The Directors may do so by power of attorney or any other manner they think fit.

17.11

Any power of attorney or other appointment may contain such provision for the protection and convenience for persons dealing with the attorney or authorised signatory as the Directors think fit. Any power of attorney or other appointment may also authorise the attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in that person.

17.12

The Board may remove any person appointed under Article 17.10 and may revoke or vary the delegation.

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Borrowing Powers

17.13

The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets both present and future and uncalled capital, or any part thereof, and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or its parent undertaking (if any) or any subsidiary undertaking of the Company or of any third party.

Corporate Governance

17.14

The Board may, from time to time, and except as required by applicable law or the Designated Stock Exchange Rules, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives of the Company, which shall be intended to set forth the guiding principles and policies of the Company and the Board on various corporate governance related matters as the Board shall determine by resolution from time to time.

Meetings of Directors

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Regulation of Directors’ meetings

18.1	Subject<br> to the provisions of these Articles, the Directors may regulate their proceedings as they<br> think fit.

Calling meetings

18.2	Any<br> Director may call a meeting of Directors at any time. The Secretary must call a meeting of<br> the Directors if requested to do so by a Director.

Notice of meetings

18.3	Notice<br> of a Board meeting may be given to a Director personally or by word of mouth or given in<br> writing or by Electronic communications at such address as he may from time to time specify<br> for this purpose (or, if he does not specify an address, at his last known address). A Director<br> may waive his right to receive notice of any meeting either prospectively or retrospectively.

Use of technology

18.4	A<br> Director may participate in a meeting of Directors through the medium of conference telephone,<br> video or any other form of communications equipment providing all persons participating in<br> the meeting are able to hear and speak to each other throughout the meeting.
18.5	A<br> Director participating in this way is deemed to be present in person at the meeting.
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Quorum

18.6	The<br> quorum for the transaction of business at a meeting of Directors shall be two unless the<br> Directors fix some other number.

Chairman or deputy to preside

18.7

The Board may appoint a chairman and one or more deputy chairman or chairmen and may at any time revoke any such appointment.

18.8

The chairman, or failing him any deputy chairman (the longest in office taking precedence if more than one is present), shall preside at all Board meetings. If no chairman or deputy chairman has been appointed, or if he is not present within five minutes after the time fixed for holding the meeting, or is unwilling to act as chairman of the meeting, the Directors present shall choose one of their number to act as chairman of the meeting.

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Voting

18.9	A<br> question which arises at a Board meeting shall be decided by a majority of votes. If votes<br> are equal the chairman may, if he wishes, exercise a casting vote.

Recording of dissent

18.10	A<br> Director present at a meeting of Directors shall be presumed to have assented to any action<br> taken at that meeting unless:
(a)	his<br> dissent is entered in the minutes of the meeting; or
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(b)	he<br> has filed with the meeting before it is concluded signed dissent from that action; or
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(c)	he<br> has forwarded to the Company as soon as practical following the conclusion of that meeting<br> signed dissent.
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A Director who votes in favour of an action is not entitled to record his dissent to it.

Written resolutions

18.11	The<br> Directors may pass a resolution in writing without holding a meeting if all Directors sign<br> a document or sign several documents in the like form each signed by one or more of those<br> Directors.
18.12	A<br> written resolution signed by a validly appointed alternate Director need not also be signed<br> by the appointing Director.
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18.13	A<br> written resolution signed personally by the appointing Director need not also be signed by<br> his alternate.
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18.14	A<br> resolution in writing passed pursuant to Article 18.11, Article 18.12 and/or Article 18.13<br> shall be as effective as if it had been passed at a meeting of the Directors duly convened<br> and held; and it shall be treated as having been passed on the day and at the time that the<br> last Director signs (and for the avoidance of doubt, such day may or may not be a Business<br> Day).
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Validity of acts of Directors in spite of formal defect

18.15	All<br> acts done by a meeting of the Board, or of a committee of the Board, or by any person acting<br> as a Director or an alternate Director, shall, notwithstanding that it is afterwards discovered<br> that there was some defect in the appointment of any Director or alternate Director or member<br> of the committee, or that any of them were disqualified or had vacated office or were not<br> entitled to vote, be as valid as if every such person had been duly appointed and qualified<br> and had continued to be a Director or alternate Director and had been entitled to vote.
19	Permissible Directors’ interests and disclosure
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19.1	A<br> Director who is in any way, whether directly or indirectly, interested in a contract or transaction<br> or proposed contract or transaction with the Company shall declare the nature of his interest<br> at a meeting of the Directors. A general notice given to the Directors by any Director to<br> the effect that he is a member of any specified company or firm and is to be regarded as<br> interested in any contract or transaction which may thereafter be made with that company<br> or firm shall be deemed a sufficient declaration of interest in regard to any contract so<br> made or transaction so consummated. Subject to the Designated Stock Exchange Rules and disqualification<br> by the chairman of the relevant Board meeting, a Director may vote in respect of any contract<br> or transaction or proposed contract or transaction notwithstanding that he may be interested<br> therein and if he does so his vote shall be counted and he may be counted in the quorum at<br> any meeting of the Directors at which any such contract or transaction or proposed contract<br> or transaction shall come before the meeting for consideration.
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19.2	For<br> the purposes of the preceding Article:
(a)	a<br> general notice that a Director gives to the other Directors that he is to be regarded as<br> having an interest of the nature and extent specified in the notice in any transaction or<br> arrangement in which a specified person or class of persons is interested shall be deemed<br> to be a disclosure that he has an interest in or duty in relation to any such transaction<br> of the nature and extent so specified; and
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(b)	an<br> interest of which a Director has no knowledge and of which it is unreasonable to expect him<br> to have knowledge shall not be treated as an interest of his.
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20	Minutes
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20.1	The<br> Company shall cause minutes to be made in books of:
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(a)	all<br> appointments of Officers and committees made by the Board and of any such Officer’s<br> remuneration; and
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(b)	the<br> names of Directors present at every meeting of the Directors, a committee of the Board, the<br> Company or the holders of any class of shares or debentures, and all orders, resolutions<br> and proceedings of such meetings.
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20.2	Any<br> such minutes, if purporting to be signed by the chairman of the meeting at which the proceedings<br> were held or by the chairman of the next succeeding meeting or the Secretary, shall be prima<br> facie evidence of the matters stated in them.
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21	Accounts<br> and audit
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21.1	The<br> Directors must ensure that proper accounting and other records are kept, and that accounts<br> and associated reports are distributed in accordance with the requirements of the Act.
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21.2	The<br> books of account shall be kept at the registered office of the Company and shall always be<br> open to inspection by the Directors. No Member (other than a Director) shall have any right<br> of inspecting any account or book or document of the Company except as conferred by the Act<br> or as authorised by the Directors or by Ordinary Resolution.
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21.3	Unless<br> the Directors otherwise prescribe, the financial year of the Company shall end on 30 June<br> in each year and begin on 1 July in each year.
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Auditors

21.4	The<br> Directors may appoint an Auditor of the Company who shall hold office on such terms as the<br> Directors determine.
21.5	At<br> any general meeting convened and held at any time in accordance with these Articles, the<br> Members may, by Ordinary Resolution, remove the Auditor before the expiration of his term<br> of office. If they do so, the Members shall, by Ordinary Resolution, at that meeting appoint<br> another Auditor in his stead for the remainder of his term.
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21.6	The<br> Auditors shall examine such books, accounts and vouchers; as may be necessary for the performance<br> of their duties.
21.7	The<br> Auditors shall, if so requested by the Directors, make a report on the accounts of the Company<br> during their tenure of office at the next annual general meeting following their appointment,<br> and at any time during their term of office, upon request of the Directors or any general<br> meeting of the Company.
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22	Record<br> dates
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22.1	Except<br> to the extent of any conflicting rights attached to Shares, the resolution declaring a dividend<br> on Shares of any class, whether it be an Ordinary Resolution of the Members or a Director’s<br> resolution, may specify that the dividend is payable or distributable to the persons registered<br> as the holders of those Shares at the close of business on a particular date, notwithstanding<br> that the date may be a date prior to that on which the resolution is passed.
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22.2	If<br> the resolution does so specify, the dividend shall be payable or distributable to the persons<br> registered as the holders of those Shares at the close of business on the specified date<br> in accordance with their respective holdings so registered, but without prejudice to the<br> rights inter se in respect of the dividend of transferors and transferees of any of<br> those Shares.
---	---
22.3	The<br> provisions of this Article apply, mutatis mutandis, to bonuses, capitalisation issues,<br> distributions of realised capital profits or offers or grants made by the Company to the<br> Members.
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23	Dividends
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Source of dividends

23.1	Dividends<br> may be declared and paid out of any funds of the Company lawfully available for distribution.
23.2	Subject<br> to the requirements of the Act regarding the application of a company’s Share premium<br> account and with the sanction of an Ordinary Resolution, dividends may also be declared and<br> paid out of any share premium account.
---	---

Declaration of dividends by Members

23.3	Subject<br> to the provisions of the Act, the Company may by Ordinary Resolution declare dividends in<br> accordance with the respective rights of the Members but no dividend shall exceed the amount<br> recommended by the Directors.

Payment of interim dividends and declaration of final dividends by Directors

23.4	The<br> Directors may declare and pay interim dividends or recommend final dividends in accordance<br> with the respective rights of the Members if it appears to them that they are justified by<br> the financial position of the Company and that such dividends may lawfully be paid.

23.5	Subject<br> to the provisions of the Act, in relation to the distinction between interim dividends and<br> final dividends, the following applies:
(a)	Upon<br> determination to pay a dividend or dividends described as interim by the Directors in the<br> dividend resolution, no debt shall be created by the declaration until such time as payment<br> is made.
---	---
(b)	Upon<br> declaration of a dividend or dividends described as final by the Directors in the dividend<br> resolution, a debt shall be created immediately following the declaration, the due date to<br> be the date the dividend is stated to be payable in the resolution.
---	---

If the resolution fails to specify whether a dividend is final or interim, it shall be assumed to be interim.

23.6	In<br> relation to Shares carrying differing rights to dividends or rights to dividends at a fixed<br> rate, the following applies:
(a)	If<br> the share capital is divided into different classes, the Directors may pay dividends on Shares<br> which confer deferred or non-preferred rights with regard to dividends as well as on Shares<br> which confer preferential rights with regard to dividends but no dividend shall be paid on<br> Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential<br> dividend is in arrears.
---	---
(b)	The<br> Directors may also pay, at intervals settled by them, any dividend payable at a fixed rate<br> if it appears to them that there are sufficient funds of the Company lawfully available for<br> distribution to justify the payment.
---	---
(c)	If<br> the Directors act in good faith, they shall not incur any liability to the Members holding<br> Shares conferring preferred rights for any loss those Members may suffer by the lawful payment<br> of the dividend on any Shares having deferred or non-preferred rights.
---	---

Apportionment of dividends

23.7

Except as otherwise provided by the rights attached to Shares all dividends shall be declared and paid according to the amounts Paid Up on the Shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately to the amount Paid Up on the Shares during the time or part of the time in respect of which the dividend is paid. But if a Share is issued on terms providing that it shall rank for dividend as from a particular date, that Share shall rank for dividend accordingly.

Right of set off

23.8	The<br> Directors may deduct from a dividend or any other amount payable to a person in respect of<br> a Share any amount due by that person to the Company on a call or otherwise in relation to<br> a Share.

Power to pay other than in cash

23.9	If<br> the Directors so determine, any resolution declaring a dividend may direct that it shall<br> be satisfied wholly or partly by the distribution of assets. If a difficulty arises in relation<br> to the distribution, the Directors may settle that difficulty in any way they consider appropriate.<br> For example, they may do any one or more of the following:
(a)	issue<br> fractional Shares;
---	---
(b)	fix<br> the value of assets for distribution and make cash payments to some Members on the footing<br> of the value so fixed in order to adjust the rights of Members; and
---	---
(c)	vest<br> some assets in trustees.
---	---

How payments may be made

23.10	A<br> dividend or other monies payable on or in respect of a Share may be paid in any of the following<br> ways:
(a)	if<br> the Member holding that Share or other person entitled to that Share nominates a bank account<br> for that purpose - by wire transfer to that bank account; or
---	---
(b)	by<br> cheque or warrant sent by post to the registered address of the Member holding that Share<br> or other person entitled to that Share.
---	---
23.11	For<br> the purposes of Article 23.10(a), the nomination may be in writing or in an Electronic Record<br> and the bank account nominated may be the bank account of another person. For the purposes<br> of Article 23.10(b), subject to any applicable law or regulation, the cheque or warrant shall<br> be made to the order of the Member holding that Share or other person entitled to the Share<br> or to his nominee, whether nominated in writing or in an Electronic Record, and payment of<br> the cheque or warrant shall be a good discharge to the Company.
---	---
23.12	If<br> two or more persons are registered as the holders of the Share or are jointly entitled to<br> it by reason of the death or bankruptcy of the registered holder (Joint Holders),<br> a dividend (or other amount) payable on or in respect of that Share may be paid as follows:
---	---
(a)	to<br> the registered address of the Joint Holder of the Share who is named first on the register<br> of Members or to the registered address of the deceased or bankrupt holder, as the case may<br> be; or
---	---
(b)	to<br> the address or bank account of another person nominated by the Joint Holders, whether that<br> nomination is in writing or in an Electronic Record.
---	---
23.13	Any<br> Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable<br> in respect of that Share.
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Dividends or other monies not to bear interest in absence of special rights

23.14	Unless<br> provided for by the rights attached to a Share, no dividend or other monies payable by the<br> Company in respect of a Share shall bear interest.

Dividends unable to be paid or unclaimed

23.15	If<br> a dividend cannot be paid to a Member or remains unclaimed within six weeks after it was<br> declared or both, the Directors may pay it into a separate account in the Company’s<br> name. If a dividend is paid into a separate account, the Company shall not be constituted<br> trustee in respect of that account and the dividend shall remain a debt due to the Member.
23.16	A<br> dividend that remains unclaimed for a period of six years after it became due for payment<br> shall be forfeited to, and shall cease to remain owing by, the Company.
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24	Capitalisation<br> of profits
---	---

Capitalisation of profits or of any share premium account or capital redemption reserve;

24.1	The<br> Directors may resolve to capitalise:
(a)	any<br> part of the Company’s profits not required for paying any preferential dividend (whether<br> or not those profits are available for distribution); or
---	---
(b)	any<br> sum standing to the credit of the Company’s share premium account or capital redemption<br> reserve, if any.
---	---
24.2	The<br> amount resolved to be capitalised must be appropriated to the Members who would have been<br> entitled to it had it been distributed by way of dividend and in the same proportions. The<br> benefit to each Member so entitled must be given in either or both of the following ways::
---	---
(a)	by<br> paying up the amounts unpaid on that Member’s Shares;
---	---
(b)	by<br> issuing Fully Paid Up Shares, debentures or other securities of the Company to that Member<br> or as that Member directs. The Directors may resolve that any Shares issued to the Member<br> in respect of Partly Paid Up Shares (Original Shares) rank for dividend only to the<br> extent that the Original Shares rank for dividend while those Original Shares remain Partly<br> Paid Up.
---	---

Applying an amount for the benefit of Members

24.3	The<br> amount capitalised must be applied to the benefit of Members in the proportions to which<br> the Members would have been entitled to dividends if the amount capitalised had been distributed<br> as a dividend.

24.4	Subject<br> to the Act, if a fraction of a Share, a debenture or other security is allocated to a Member,<br> the Directors may issue a fractional certificate to that Member or pay him the cash equivalent<br> of the fraction.
25	Share<br> Premium Account
---	---

Directors to maintain share premium account

25.1	The<br> Directors shall establish a share premium account in accordance with the Act. They shall<br> carry to the credit of that account from time to time an amount equal to the amount or value<br> of the premium paid on the issue of any Share or capital contributed or such other amounts<br> required by the Act.

Debits to share premium account

25.2	The<br> following amounts shall be debited to any share premium account:
(a)	on<br> the redemption or purchase of a Share, the difference between the nominal value of that Share<br> and the redemption or purchase price; and
---	---
(b)	any<br> other amount paid out of a share premium account as permitted by the Act.
---	---
25.3	Notwithstanding<br> the preceding Article, on the redemption or purchase of a Share, the Directors may pay the<br> difference between the nominal value of that Share and the redemption purchase price out<br> of the profits of the Company or, as permitted by the Act, out of capital.
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26	Seal
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Company seal

26.1	The<br> Company may have a seal if the Directors so determine.

Duplicate seal

26.2	Subject<br> to the provisions of the Act, the Company may also have a duplicate seal or seals for use<br> in any place or places outside the Cayman Islands. Each duplicate seal shall be a facsimile<br> of the original seal of the Company. However, if the Directors so determine, a duplicate<br> seal shall have added on its face the name of the place where it is to be used.

When and how seal is to be used

26.3	A<br> seal may only be used by the authority of the Directors. Unless the Directors otherwise determine,<br> a document to which a seal is affixed must be signed in one of the following ways:
(a)	by<br> a Director (or his alternate) and the Secretary; or
---	---
(b)	by<br> a single Director (or his alternate).
---	---

If no seal is adopted or used

26.4	If<br> the Directors do not adopt a seal, or a seal is not used, a document may be executed in the<br> following manner:
(a)	by<br> a Director (or his alternate) and the Secretary; or
---	---
(b)	by<br> a single Director (or his alternate); or
---	---
(c)	in<br> any other manner permitted by the Act.
---	---

Power to allow non-manual signatures and facsimile printing of seal

26.5	The<br> Directors may determine that either or both of the following applies:
(a)	that<br> the seal or a duplicate seal need not be affixed manually but may be affixed by some other<br> method or system of reproduction;
---	---
(b)	that<br> a signature required by these Articles need not be manual but may be a mechanical or Electronic<br> Signature.
---	---

Validity of execution

26.6	If<br> a document is duly executed and delivered by or on behalf of the Company, it shall not be<br> regarded as invalid merely because, at the date of the delivery, the Secretary, or the Director,<br> or other Officer or person who signed the document or affixed the seal for and on behalf<br> of the Company ceased to be the Secretary or hold that office and authority on behalf of<br> the Company.
27	Indemnity
---	---
27.1	To<br> the extent permitted by law, the Company shall indemnify each existing or former Director<br> (including alternate Director), Secretary and other Officer of the Company (including an<br> investment adviser or an administrator or liquidator) and their personal representatives<br> against:
---	---
(a)	all<br> actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or<br> sustained by the existing or former Director (including alternate Director), Secretary or<br> Officer in or about the conduct of the Company’s business or affairs or in the execution<br> or discharge of the existing or former Director’s (including alternate Director’s),<br> Secretary’s or Officer’s duties, powers, authorities or discretions; and
---	---
(b)	without<br> limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing<br> or former Director (including alternate Director), Secretary or Officer in defending (whether<br> successfully or otherwise) any civil, criminal, administrative or investigative proceedings<br> (whether threatened, pending or completed) concerning the Company or its affairs in any court<br> or tribunal, whether in the Cayman Islands or elsewhere.
---	---

No such existing or former Director (including alternate Director), Secretary or Officer, however, shall be indemnified in respect of any matter arising out of his own dishonesty, wilful default, wilful neglect or fraud.

27.2

To the extent permitted by Act, the Company may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former Director (including alternate Director), Secretary or Officer of the Company in respect of any matter identified in Article 27.1 on condition that the Director (including alternate Director), Secretary or Officer must repay the amount paid by the Company to the extent that it is ultimately found not liable to indemnify the Director (including alternate Director), Secretary or that Officer for those legal costs.

Release

27.3

To the extent permitted by Act, the Company may by Special Resolution release any existing or former Director (including alternate Director), Secretary or other Officer of the Company from liability for any loss or damage or right to compensation which may arise out of or in connection with the execution or discharge of the duties, powers, authorities or discretions of his office; but there may be no release from liability arising out of or in connection with that person’s own dishonesty, wilful default, wilful neglect or fraud.

Insurance

27.4	To<br> the extent permitted by Act, the Company may pay, or agree to pay, a premium in respect of<br> a contract insuring each of the following persons against risks determined by the Directors,<br> other than liability arising out of that person’s own dishonesty, wilful default, wilful<br> neglect or fraud:
(a)	an<br> existing or former Director (including alternate Director), Secretary or Officer or auditor<br> of:
---	---
(i)	the<br> Company;
---	---
(ii)	a<br> company which is or was a subsidiary of the Company;
---	---
(iii)	a<br> company in which the Company has or had an interest (whether direct or indirect); and
---	---
(b)	a<br> trustee of an employee or retirement benefits scheme or other trust in which any of the persons<br> referred to in paragraph (a) is or was interested.
---	---
28	Notices
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Form of notices

28.1	Save<br> where these Articles provide otherwise, and subject to the Designated Stock Exchange Rules,<br> any notice to be given to or by any person pursuant to these Articles shall be:

(a)	in<br> writing signed by or on behalf of the giver in the manner set out below for written notices;<br> or
(b)	subject<br> to the next Article, in an Electronic Record signed by or on behalf of the giver by Electronic<br> Signature and authenticated in accordance with Articles about authentication of Electronic<br> Records; or
---	---
(c)	where<br> these Articles expressly permit, by the Company by means of a website.
---	---

Electronic communications

28.2	A<br> notice may only be given to the Company in an Electronic Record if:
(a)	the<br> Directors so resolve;
---	---
(b)	the<br> resolution states how an Electronic Record may be given and, if applicable, specifies an<br> email address for the Company; and
---	---
(c)	the<br> terms of that resolution are notified to the Members for the time being and, if applicable,<br> to those Directors who were absent from the meeting at which the resolution was passed.
---	---

If the resolution is revoked or varied, the revocation or variation shall only become effective when its terms have been similarly notified.

28.3	A<br> notice may not be given by Electronic Record to a person other than the Company unless the<br> recipient has notified the giver of an Electronic address to which notice may be sent.
28.4	Subject<br> to the Act, the Designated Stock Exchange Rules and to any other rules which the Company<br> is bound to follow, the Company may also send any notice or other document pursuant to these<br> Articles to a Member by publishing that notice or other document on a website where:
---	---
(a)	the<br> Company and the Member have agreed to his having access to the notice or document on a website<br> (instead of it being sent to him);
---	---
(b)	the<br> notice or document is one to which that agreement applies;
---	---
(c)	the<br> Member is notified (in accordance with any requirements laid down by the Act and, in a manner<br> for the time being agreed between him and the Company for the purpose) of:
---	---
(i)	the<br> publication of the notice or document on a website;
---	---
(ii)	the<br> address of that website; and
---	---

(iii)

the place on that website where the notice or document may be accessed, and how it may be accessed; and

(d)

the notice or document is published on that website throughout the publication period, provided that, if the notice or document is published on that website for a part, but not all of, the publication period, the notice or document shall be treated as being published throughout that period if the failure to publish that notice of document throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the Company to prevent or avoid. For the purposes of this Article 28.4 “publication period” means a period of not less than twenty-one days, beginning on the day on which the notification referred to in Article 28.4(c) is deemed sent.

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Persons entitled to notices

28.5

Any notice or other document to be given to a Member may be given by reference to the register of Members as it stands at any time within the period of twenty-one days before the day that the notice is given or (where and as applicable) within any other period permitted by, or in accordance with the requirements of, (to the extent applicable) the Designated Stock Exchange Rules and/or the Designated Stock Exchanges. No change in the register of Members after that time shall invalidate the giving of such notice or document or require the Company to give such item to any other person.

Persons authorised to give notices

28.6	A<br> notice by either the Company or a Member pursuant to these Articles may be given on behalf<br> of the Company or a Member by a Director or company secretary of the Company or a Member.

Delivery of written notices

28.7	Save<br> where these Articles provide otherwise, a notice in writing may be given personally to the<br> recipient, or left at (as appropriate) the Member’s or Director’s registered<br> address or the Company’s registered office, or posted to that registered address or<br> registered office.

Joint holders

28.8	Where<br> Members are joint holders of a Share, all notices shall be given to the Member whose name<br> first appears in the register of Members.

Signatures

28.9	A<br> written notice shall be signed when it is autographed by or on behalf of the giver, or is<br> marked in such a way as to indicate its execution or adoption by the giver.
28.10	An<br> Electronic Record may be signed by an Electronic Signature.
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Evidenceof transmission

28.11	A<br> notice given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstrating<br> the time, date and content of the transmission, and if no notification of failure to transmit<br> is received by the giver.
28.12	A<br> notice given in writing shall be deemed sent if the giver can provide proof that the envelope<br> containing the notice was properly addressed, pre-paid and posted, or that the written notice<br> was otherwise properly transmitted to the recipient.
---	---
28.13	A<br> Member present, either in person or by proxy, at any meeting of the Company or of the holders<br> of any class of Shares shall be deemed to have received due notice of the meeting and, where<br> requisite, of the purposes for which it was called.
---	---

Giving notice to a deceased or bankrupt Member

28.14

A notice may be given by the Company to the persons entitled to a Share in consequence of the death or bankruptcy of a Member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a Member, addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description, at the address, if any, supplied for that purpose by the persons claiming to be so entitled.

28.15

Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

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Date of giving notices

28.16	A<br> notice is given on the date identified in the following table
Methodfor giving notices	When taken to be given
---	---
(A)<br> Personally	At<br> the time and date of delivery
(B)<br> By leaving it at the Member’s registered address	At<br> the time and date it was left
(C)<br> By posting it by prepaid post to the street or postal address of that recipient	48<br> hours after the date it was posted
(D)<br> By Electronic Record (other than publication on a website), to recipient’s Electronic address	48<br> hours after the date it was sent
(E)<br> By publication on a website	24<br> hours after the date on which the Member is deemed to have been notified of the publication of the notice or document on the website

Saving provision

28.17	None<br> of the preceding notice provisions shall derogate from the Articles about the delivery of<br> written resolutions of Directors and written resolutions of Members.
29	Authentication<br> of Electronic Records
---	---

Application of Articles

29.1	Without<br> limitation to any other provision of these Articles, any notice, written resolution or other<br> document under these Articles that is sent by Electronic means by a Member, or by the Secretary,<br> or by a Director or other Officer of the Company, shall be deemed to be authentic if either<br> Article 29.2 or Article 29.4 applies.

Authentication of documents sent by Members by Electronic means

29.2	An<br> Electronic Record of a notice, written resolution or other document sent by Electronic means<br> by or on behalf of one or more Members shall be deemed to be authentic if the following conditions<br> are satisfied:
(a)	the<br> Member or each Member, as the case may be, signed the original document, and for this purpose<br> Original Document includes several documents in like form signed by one or more of<br> those Members; and
---	---
(b)	the<br> Electronic Record of the Original Document was sent by Electronic means by, or at the direction<br> of, that Member to an address specified in accordance with these Articles for the purpose<br> for which it was sent; and
---	---
(c)	Article<br> 29.7 does not apply.
---	---
29.3	For<br> example, where a sole Member signs a resolution and sends the Electronic Record of the original<br> resolution, or causes it to be sent, by facsimile transmission to the address in these Articles<br> specified for that purpose, the facsimile copy shall be deemed to be the written resolution<br> of that Member unless Article 28.7 applies.
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Authentication of document sent by the Secretary or Officers of the Company by Electronic means

29.4	An<br> Electronic Record of a notice, written resolution or other document sent by or on behalf<br> of the Secretary or an Officer or Officers of the Company shall be deemed to be authentic<br> if the following conditions are satisfied:
(a)	the<br> Secretary or the Officer or each Officer, as the case may be, signed the original document,<br> and for this purpose Original Document includes several documents in like form signed<br> by the Secretary or one or more of those Officers; and
---	---

(b)	the<br> Electronic Record of the Original Document was sent by Electronic means by, or at the direction<br> of, the Secretary or that Officer to an address specified in accordance with these Articles<br> for the purpose for which it was sent; and
(c)	Article<br> 29.7 does not apply.
---	---

This Article 29.4 applies whether the document is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the Company.

29.5	For<br> example, where a sole Director signs a resolution and scans the resolution, or causes it<br> to be scanned, as a PDF version which is attached to an email sent to the address in these<br> Articles specified for that purpose, the PDF version shall be deemed to be the written resolution<br> of that Director unless Article 29.7 applies.

Manner of signing

29.6	For<br> the purposes of these Articles about the authentication of Electronic Records, a document<br> will be taken to be signed if it is signed manually or in any other manner permitted by these<br> Articles.

Saving provision

29.7	A<br> notice, written resolution or other document under these Articles will not be deemed to be<br> authentic if the recipient, acting reasonably:
(a)	believes<br> that the signature of the signatory has been altered after the signatory had signed the original<br> document; or
---	---
(b)	believes<br> that the original document, or the Electronic Record of it, was altered, without the approval<br> of the signatory, after the signatory signed the original document; or
---	---
(c)	otherwise<br> doubts the authenticity of the Electronic Record of the document
---	---

and the recipient promptly gives notice to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender may seek to establish the authenticity of the Electronic Record in any way the sender thinks fit.

30	Transfer<br> by way of continuation
30.1	The<br> Company may, by Special Resolution, resolve to be registered by way of continuation in a<br> jurisdiction outside:
---	---
(a)	the<br> Cayman Islands; or
---	---
(b)	such<br> other jurisdiction in which it is, for the time being, incorporated, registered or existing.
---	---

30.2	To<br> give effect to any resolution made pursuant to the preceding Article, the Directors may cause<br> the following:
(a)	an<br> application be made to the Registrar of Companies of the Cayman Islands to deregister the<br> Company in the Cayman Islands or in the other jurisdiction in which it is for the time being<br> incorporated, registered or existing; and
---	---
(b)	all<br> such further steps as they consider appropriate to be taken to effect the transfer by way<br> of continuation of the Company.
---	---
31	Winding<br> up
---	---

Distribution of assets in specie

31.1	If<br> the Company is wound up the Members may, subject to these Articles and any other sanction<br> required by the Act, pass a Special Resolution allowing the liquidator to do either or both<br> of the following:
(a)	to<br> divide in specie among the Members the whole or any part of the assets of the Company and,<br> for that purpose, to value any assets and to determine how the division shall be carried<br> out as between the Members or different classes of Members; and/or
---	---
(b)	to<br> vest the whole or any part of the assets in trustees for the benefit of Members and those<br> liable to contribute to the winding up.
---	---

No obligation to accept liability

31.2	No<br> Member shall be compelled to accept any assets if an obligation attaches to them.
31.3	The<br> Directors are authorised to present a winding up petition
---	---
31.4	The<br> Directors have the authority to present a petition for the winding up of the Company to the<br> Grand Court of the Cayman Islands on behalf of the Company without the sanction of a resolution<br> passed at a general meeting.
---	---
32	Amendment<br> of Memorandum and Articles
---	---

Power to change name or amend Memorandum

32.1	Subject<br> to the Act, the Company may, by Special Resolution:
(a)	change<br> its name; or
---	---
(b)	change<br> the provisions of its Memorandum with respect to its objects, powers or any other matter<br> specified in the Memorandum.
---	---

Power to amend these Articles

32.2	Subject<br> to the Act and as provided in these Articles, the Company may, by Special Resolution, amend<br> these Articles in whole or in part.

Exhibit 2.2

DEPOSIT AGREEMENT

by and among

scage future

and

CITIBANK, N.A.,

as Depositary,

and

THE HOLDERS AND BENEFICIAL OWNERS OF

AMERICAN DEPOSITARY SHARES

ISSUED HEREUNDER

Dated as of June 27, 2025

TABLE OF CONTENTS

			Page
ARTICLE I
		DEFINITIONS	1
	Section 1.1	“ADS Record Date”	1
	Section 1.2	“Affiliate”	1
	Section 1.3	“American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)”	1
	Section 1.4	“American Depositary Share(s)” and “ADS(s)”	2
	Section 1.5	“Beneficial Owner(s)”	2
	Section 1.6	“Certificated ADS(s)”	3
	Section 1.7	“Citibank”	3
	Section 1.8	“Commission”	3
	Section 1.9	“Company”	3
	Section 1.10	“Custodian”	3
	Section 1.11	“Deliver” and “Delivery”	3
	Section 1.12	“Deposit Agreement”	3
	Section 1.13	“Depositary”	4
	Section 1.14	“Deposited Property”	4
	Section 1.15	“Deposited Securities”	4
	Section 1.16	“Dollars” and “$”	4
	Section 1.17	“DTC”	4
	Section 1.18	“DTC Participant”	4
	Section 1.19	“Exchange Act”	4
	Section 1.20	“Foreign Currency”	4
	Section 1.21	“Full Entitlement ADR(s)”, “Full Entitlement ADS(s)” and “Full Entitlement Share(s)”	5
	Section 1.22	“Holder(s)”	5
	Section 1.23	“Memorandum and Articles of Association”	5
	Section 1.24	“Partial Entitlement ADR(s)”, “Partial Entitlement ADS(s)” and “Partial Entitlement Share(s)”	5
	Section 1.25	“Principal Office”	5
	Section 1.26	“Registrar”	5
	Section 1.27	“Restricted Securities”	5
	Section 1.28	“Restricted ADR(s)”, “Restricted ADS(s)” and “Restricted Shares”	6
	Section 1.29	“Securities Act”	6
	Section 1.30	“Share Registrar”	6
	Section 1.31	“Shares”	6
	Section 1.32	“Uncertificated ADS(s)”	6
	Section 1.33	“United States” and “U.S.”	6

TABLE OF CONTENTS(continued)

			Page
ARTICLE II
		APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS	7
	Section 2.1	Appointment of Depositary	7
	Section 2.2	Form and Transferability of ADSs	7
	Section 2.3	Deposit of Shares	9
	Section 2.4	Registration and Safekeeping of Deposited Securities	10
	Section 2.5	Issuance of ADSs	10
	Section 2.6	Transfer, Combination and Split-up of ADRs	11
	Section 2.7	Surrender of ADSs and Withdrawal of Deposited Securities	12
	Section 2.8	Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc	13
	Section 2.9	Lost ADRs, etc	14
	Section 2.10	Cancellation and Destruction of Surrendered ADRs; Maintenance of Records	14
	Section 2.11	Escheatment	15
	Section 2.12	Partial Entitlement ADSs	15
	Section 2.13	Certificated/Uncertificated ADSs	16
	Section 2.14	Restricted ADSs	17
ARTICLE III
		CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs	18
	Section 3.1	Proofs, Certificates and Other Information	18
	Section 3.2	Liability for Taxes and Other Charges	19
	Section 3.3	Representations and Warranties on Deposit of Shares	19
	Section 3.4	Compliance with Information Requests	19
	Section 3.5	Ownership Restrictions	20
	Section 3.6	Reporting Obligations and Regulatory Approvals	20
ARTICLE IV
		THE DEPOSITED SECURITIES	21
	Section 4.1	Cash Distributions	21
	Section 4.2	Distribution in Shares	22
	Section 4.3	Elective Distributions in Cash or Shares	22
	Section 4.4	Distribution of Rights to Purchase Additional ADSs	23
	Section 4.5	Distributions Other Than Cash, Shares or Rights to Purchase Shares	24
	Section 4.6	Distributions with Respect to Deposited Securities in Bearer Form	25
	Section 4.7	Redemption	25
	Section 4.8	Conversion of Foreign Currency	26
	Section 4.9	Fixing of ADS Record Date	26
	Section 4.10	Voting of Deposited Securities	27
	Section 4.11	Changes Affecting Deposited Securities	29
	Section 4.12	Available Information	30
	Section 4.13	Reports	30
	Section 4.14	List of Holders	30
	Section 4.15	Taxation	30

ii

TABLE OF CONTENTS(continued)

			Page
ARTICLE V
		THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY	31
	Section 5.1	Maintenance of Office and Transfer Books by the Registrar	31
	Section 5.2	Exoneration	32
	Section 5.3	Standard of Care	33
	Section 5.4	Resignation and Removal of the Depositary; Appointment of Successor Depositary	34
	Section 5.5	The Custodian	35
	Section 5.6	Notices and Reports	35
	Section 5.7	Issuance of Additional Shares, ADSs etc	36
	Section 5.8	Indemnification	37
	Section 5.9	ADS Fees and Charges	38
	Section 5.10	Restricted Securities Owners	39
ARTICLE VI
		AMENDMENT AND TERMINATION	40
	Section 6.1	Amendment/Supplement	40
	Section 6.2	Termination	41
ARTICLE VII
		MISCELLANEOUS	42
	Section 7.1	Counterparts	42
	Section 7.2	No Third-Party Beneficiaries/Acknowledgments	43
	Section 7.3	Severability	43
	Section 7.4	Holders and Beneficial Owners as Parties; Binding Effect	43
	Section 7.5	Notices	43
	Section 7.6	Governing Law and Jurisdiction	44
	Section 7.7	Assignment	46
	Section 7.8	Compliance with, and No Disclaimer under, U.S. Securities Laws	46
	Section 7.9	Cayman Islands Law References	46
	Section 7.10	Titles and References	47
EXHIBITS
		Form of ADR	A-1
		Fee Schedule	B-1

iii

DEPOSIT AGREEMENT

DEPOSIT AGREEMENT, dated as of June 27, 2025, by and among (i) Scage Future, an exempted company with limited liability incorporated under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

W I T N E S S E T H T H A T:

WHEREAS, the Company desires to establish with the Depositary an ADR facility to provide for the deposit of the Shares (as hereinafter defined) and the creation of American Depositary Shares representing the Shares so deposited and for the execution and Delivery (as hereinafter defined) of American Depositary Receipts (as hereinafter defined) evidencing such American Depositary Shares; and

WHEREAS, the Depositary is willing to act as the Depositary for such ADR facility upon the terms set forth in the Deposit Agreement (as hereinafter defined); and

WHEREAS, any American Depositary Receipts issued pursuant to the terms of the Deposit Agreement are to be substantially in the form of Exhibit A attached hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in the Deposit Agreement; and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

All capitalized terms used, but not otherwise defined, herein shall have the meanings set forth below, unless otherwise clearly indicated:

Section 1.1“ADS Record Date” shall have the meaning given to such term in Section 4.9.

Section 1.2“Affiliate” shall have the meaning assigned to such term by the Commission (as hereinafter defined) under Regulation C promulgated under the Securities Act (as hereinafter defined), or under any successor regulation thereto.

Section 1.3“American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)” shall mean the certificate(s) issued by the Depositary to evidence the American Depositary Shares issued under the terms of the Deposit Agreement in the form of Certificated ADS(s) (as hereinafter defined), as such ADRs may be amended from time to time in accordance with the provisions of the Deposit Agreement. An ADR may evidence any number of ADSs and may, in the case of ADSs held through a central depository such as DTC, be in the form of a “Balance Certificate.”

Section 1.4“American Depositary Share(s)” and “ADS(s)” shall mean the rights and interests in the Deposited Property (as hereinafter defined) granted to the Holders and Beneficial Owners pursuant to the terms and conditions of the Deposit Agreement and, if issued as Certificated ADS(s) (as hereinafter defined), the ADR(s) issued to evidence such ADSs. ADS(s) may be issued under the terms of the Deposit Agreement in the form of (a) Certificated ADS(s) (as hereinafter defined), in which case the ADS(s) are evidenced by ADR(s), or (b) Uncertificated ADS(s) (as hereinafter defined), in which case the ADS(s) are not evidenced by ADR(s) but are reflected on the direct registration system maintained by the Depositary for such purposes under the terms of Section 2.13. Unless otherwise specified in the Deposit Agreement or in any ADR, or unless the context otherwise requires, any reference to ADS(s) shall include Certificated ADS(s) and Uncertificated ADS(s), individually or collectively, as the context may require. Each ADS shall represent the right to receive, and to exercise the beneficial ownership interests in, the number of Shares specified in the form of ADR attached hereto as Exhibit A (as amended from time to time) that are on deposit with the Depositary and/or the Custodian, subject, in each case, to the terms and conditions of the Deposit Agreement and the applicable ADR (if issued as a Certificated ADS), until there shall occur a distribution upon Deposited Securities referred to in Section 4.2 or a change in Deposited Securities referred to in Section 4.11 with respect to which additional ADSs are not issued, and thereafter each ADS shall represent the right to receive, and to exercise the beneficial ownership interests in, the applicable Deposited Property on deposit with the Depositary and the Custodian determined in accordance with the terms of such Sections, subject, in each case, to the terms and conditions of the Deposit Agreement and the applicable ADR (if issued as a Certificated ADS). In addition, the ADS(s)-to-Share(s) ratio is subject to amendment as provided in Articles IV and VI of the Deposit Agreement (which may give rise to Depositary fees).

Section 1.5 “BeneficialOwner(s)” shall mean, as to any ADS, any person or entity having a beneficial interest deriving from the ownership of such ADS. Notwithstanding anything else contained in the Deposit Agreement, any ADR(s) or any other instruments or agreements relating to the ADSs and the corresponding Deposited Property, the Depositary, the Custodian and their respective nominees are intended to be, and shall at all times during the term of the Deposit Agreement be, the record holders only of the Deposited Property represented by the ADSs for the benefit of the Holders and Beneficial Owners of the corresponding ADSs. The Depositary, on its own behalf and on behalf of the Custodian and their respective nominees, disclaims any beneficial ownership interest in the Deposited Property held on behalf of the Holders and Beneficial Owners of ADSs. The beneficial ownership interests in the Deposited Property are intended to be, and shall at all times during the term of the Deposit Agreement continue to be, vested in the Beneficial Owners of the ADSs representing the Deposited Property. The beneficial ownership interests in the Deposited Property shall, unless otherwise agreed by the Depositary, be exercisable by the Beneficial Owners of the ADSs only through the Holders of such ADSs, by the Holders of the ADSs (on behalf of the applicable Beneficial Owners) only through the Depositary, and by the Depositary (on behalf of the Holders and Beneficial Owners of the corresponding ADSs) directly, or indirectly through the Custodian or their respective nominees, in each case upon the terms of the Deposit Agreement and, if applicable, the terms of the ADR(s) evidencing the ADSs. A Beneficial Owner of ADSs may or may not be the Holder of such ADSs. A Beneficial Owner shall be able to exercise any right or receive any benefit hereunder solely through the person who is the Holder of the ADSs owned by such Beneficial Owner. Unless otherwise identified to the Depositary, a Holder shall be deemed to be the Beneficial Owner of all the ADSs registered in his/her/its name. The manner in which Beneficial Owners own and/or hold ADSs (e.g., in a brokerage account vs. as registered Holders on the ADS register maintained by the Depositary), the type of ADSs held (e.g., freely transferable ADSs vs. Restricted ADSs, and/or Full Entitlement ADSs vs. Partial Entitlement ADSs), the timeframe of issuance and ownership of ADSs (e.g., as of an ADS Record Date vs. before and/or after an ADS Record Date), and the number of ADSs held, may affect the rights and obligations of Beneficial Owners (including, without limitation, the ADS fees payable by Beneficial Owners), and the manner in which, and the extent to which, services are made available to, Beneficial Owners, in each case pursuant to the terms of the Deposit Agreement.

Section 1.6 “CertificatedADS(s)” shall have the meaning set forth in Section 2.13.

Section 1.7“Citibank” shall mean Citibank, N.A., a national banking association organized under the laws of the United States of America, and its successors.

Section 1.8“Commission” shall mean the Securities and Exchange Commission of the United States or any successor governmental agency thereto in the United States.

Section 1.9“Company” shall mean Scage Future, an exempted company with limited liability incorporated under the laws of the Cayman Islands, and its successors.

Section 1.10“Custodian” shall mean (i) as of the date hereof, Citibank, N.A. – Hong Kong, having its principal office at 9/F Citi Tower, One Bay East, 83 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong, as the custodian of Deposited Property for the purposes of the Deposit Agreement, (ii) Citibank, N.A., acting as custodian of Deposited Property pursuant to the Deposit Agreement, and (iii) any other entity that may be appointed by the Depositary pursuant to the terms of Section 5.5 as successor, substitute or additional custodian hereunder. The term “Custodian” shall mean any Custodian individually or all Custodians collectively, as the context requires.

**Section 1.11 “Deliver”**and “Delivery” shall mean (x) when used in respect of Sharesand other Deposited Securities, either (i) the physical delivery of the certificate(s) representing such securities, or (ii) the book-entry transfer and recordation of such securities on the books of the Share Registrar (as hereinafter defined) or in the applicable book-entry settlement system, if available, and (y) when used in respect of ADSs, either (i) the physical delivery of ADR(s) evidencing the ADSs, or (ii) the book-entry transfer and recordation of ADSs on the books of the Depositary or any book-entry settlement system in which the ADSs are settlement-eligible.

Section 1.12 “DepositAgreement” shall mean this Deposit Agreement and all exhibits hereto, as the same may from time to time be amended and supplemented from time to time in accordance with the terms of the Deposit Agreement.

Section 1.13“Depositary” shall mean Citibank, N.A., a national banking association organized under the laws of the United States, in its capacity as depositary under the terms of the Deposit Agreement, and any successor depositary hereunder.

Section 1.14 “DepositedProperty” shall mean the Deposited Securities and any cash and other property held on deposit by the Depositary and the Custodian in respect of the ADSs under the terms of the Deposit Agreement, subject, in the case of cash, to the provisions of Section 4.8. All Deposited Property shall be held by the Custodian, the Depositary and their respective nominees for the benefit of the Holders and Beneficial Owners of the ADSs representing the Deposited Property. The Deposited Property is not intended to, and shall not, constitute proprietary assets of the Depositary, the Custodian or their nominees. Beneficial ownership in the Deposited Property is intended to be, and shall at all times during the term of the Deposit Agreement continue to be, vested in the Beneficial Owners of the ADSs representing the Deposited Property.

Section 1.15 “DepositedSecurities” shall mean the Shares and any other securities held on deposit by the Custodian from time to time in respect of the ADSs under the Deposit Agreement and constituting Deposited Property.

Section 1.16“Dollars” and “$” shall refer to the lawful currency of the United States.

Section 1.17“DTC” shall mean The Depository Trust Company, a national clearinghouse and the central book-entry settlement system for securities traded in the United States and, as such, the custodian for the securities of DTC Participants (as hereinafter defined) maintained in DTC, and any successor thereto.

Section 1.18“DTC Participant” shall mean any financial institution (or any nominee of such institution) having one or more participant accounts with DTC for receiving, holding and delivering the securities and cash held in DTC. A DTC Participant may or may not be a Beneficial Owner. If a DTC Participant is not the Beneficial Owner of the ADSs credited to its account at DTC, or of the ADSs in respect of which the DTC Participant is otherwise acting, such DTC Participant shall be deemed, for all purposes hereunder, to have all requisite authority to act on behalf of the Beneficial Owner(s) of the ADSs credited to its account at DTC or in respect of which the DTC Participant is so acting. A DTC Participant, upon acceptance in any one of its DTC accounts of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the Deposit Agreement, shall (notwithstanding any explicit or implicit disclosure that it may be acting on behalf of another party) be deemed for all purposes to be a party to, and bound by, the terms of the Deposit Agreement and the applicable ADR(s) to the same extent as, and as if the DTC Participant were, the Holder of such ADSs.

Section 1.19 “ExchangeAct” shall mean the United States Securities Exchange Act of 1934, as amended from time to time.

Section 1.20 “ForeignCurrency” shall mean any currency other than Dollars.

Section 1.21“Full Entitlement ADR(s)”, “Full Entitlement ADS(s)” and “Full EntitlementShare(s)” shall have the respective meanings set forth in Section 2.12.

Section 1.22“Holder(s)” shall mean the person(s) in whose name the ADSs are registered on the books of the Depositary (or the Registrar, if any) maintained for such purpose. A Holder may or may not be a Beneficial Owner. If a Holder is not the Beneficial Owner of the ADS(s) registered in its name, such person shall be deemed, for all purposes hereunder, to have all requisite authority to act on behalf of the Beneficial Owners of the ADSs registered in its name. The manner in which Holders hold ADSs (e.g., in a brokerage account vs. as registered holders), the type of ADSs held (e.g., freely transferable ADSs vs. Restricted ADSs, and/or Full Entitlement ADSs vs. Partial Entitlement ADSs), the timeframe of issuance and ownership of ADSs (e.g., as of an ADS Record Date vs. before and/or after an ADS Record Date), and the number of ADSs held, may affect the rights and obligations of Holders (including, without limitation, the ADS fees payable by Holders), and the manner in which, and the extent to which, services are made available to, Holders, in each case pursuant to the terms of the Deposit Agreement.

Section 1.23“Memorandum and Articles of Association” shall mean the memorandum and articles of association of the Company, and any other constitutional documents of the Company, as amended or restated and in effect from time to time.

Section 1.24“Partial Entitlement ADR(s)”, “Partial Entitlement ADS(s)” and “PartialEntitlement Share(s)” shall have the respective meanings set forth in Section 2.12.

Section 1.25“Principal Office” shall mean, when used with respect to the Depositary, the principal office of the Depositary at which at any particular time its depositary receipts business shall be administered, which, at the date of the Deposit Agreement, is located at 388 Greenwich Street, New York, New York 10013, U.S.A.

Section 1.26“Registrar” shall mean the Depositary or any bank or trust company having an office in the Borough of Manhattan, The City of New York, which shall be appointed by the Depositary to register issuances, transfers and cancellations of ADSs as herein provided, and shall include any co-registrar appointed by the Depositary for such purposes. Registrars (other than the Depositary) may be removed and substitutes appointed by the Depositary. Each Registrar (other than the Depositary) appointed pursuant to the Deposit Agreement shall be required to give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of the Deposit Agreement.

Section 1.27 “RestrictedSecurities” shall mean Shares, Deposited Securities or ADSs which (i) have been acquired directly or indirectly from the Company or any of its Affiliates in a transaction or chain of transactions not involving any public offering and are subject to resale limitations under the Securities Act or the rules issued thereunder, or (ii) are held by an executive officer or director (or persons performing similar functions) or other Affiliate of the Company, or (iii) are subject to other restrictions on sale or deposit under the laws of the United States, the Cayman Islands, or under a shareholder agreement or the Memorandum and Articles of Association of the Company or under the regulations of an applicable securities exchange unless, in each case, such Shares, Deposited Securities or ADSs are being transferred or sold to persons other than an Affiliate of the Company in a transaction (a) covered by an effective resale registration statement, or (b) exempt from the registration requirements of the Securities Act (as hereinafter defined), and the Shares, Deposited Securities or ADSs are not, when held by such person(s), Restricted Securities.

Section 1.28“Restricted ADR(s)”, “Restricted ADS(s)” and “Restricted Shares” shall have the respective meanings set forth in Section 2.14.

Section 1.29 “SecuritiesAct” shall mean the United States Securities Act of 1933, as amended from time to time.

Section 1.30 “ShareRegistrar” shall mean Ogier or any other institution organized under the laws of the Cayman Islands appointed by the Company from time to time to carry out the duties of registrar for the Shares, and any successor thereto.

Section 1.31“Shares” shall mean the Company’s ordinary shares, par value US$0.0001 per share, validly issued and outstanding and fully paid and may, if the Depositary so agrees after consultation with the Company, include evidence of the right to receive Shares; provided that in no event shall Shares include evidence of the right to receive Shares with respect to which the full purchase price has not been paid or Shares as to which preemptive rights have theretofore not been validly waived or exercised; provided further, however, that, if there shall occur any change in par value, split-up, consolidation, reclassification, exchange, conversion or any other event described in Section 4.11 in respect of the Shares of the Company, the term “Shares” shall thereafter, to the maximum extent permitted by law, represent the successor securities resulting from such event.

Section 1.32 “UncertificatedADS(s)” shall have the meaning set forth in Section 2.13.

Section 1.33 “UnitedStates” and “U.S.” shall have the meaning assigned to it in Regulation S as promulgated by the Commission under the Securities Act.

ARTICLE II

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS;

DEPOSIT OF SHARES; EXECUTION AND

DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS

Section 2.1 Appointmentof Depositary. The Company hereby appoints the Depositary as depositary for the Deposited Property and hereby authorizes and directs the Depositary to act in accordance with the terms and conditions set forth in the Deposit Agreement and the applicable ADRs. Each Holder and each Beneficial Owner, upon acceptance of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the Deposit Agreement shall be deemed for all purposes to (a) be a party to and bound by the terms of the Deposit Agreement and the applicable ADR(s), and (b) appoint the Depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in the Deposit Agreement and the applicable ADR(s), to adopt any and all procedures necessary to comply with applicable law and to take such action as the Depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of the Deposit Agreement and the applicable ADR(s), the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof.

Section 2.2 Formand Transferability of ADSs.

**(a) Form.**Certificated ADSs shall be evidenced by definitive ADRs which shall be engraved, printed, lithographed or produced in such other manner as may be agreed upon by the Company and the Depositary. ADRs may be issued under the Deposit Agreement in denominations of any whole number of ADSs. The ADRs shall be substantially in the form set forth in Exhibit A to the Deposit Agreement, with any appropriate insertions, modifications and omissions, in each case as otherwise contemplated in the Deposit Agreement or required by law. ADRs shall be (i) dated, (ii) signed by the manual or facsimile signature of a duly authorized signatory of the Depositary, (iii) countersigned by the manual or facsimile signature of a duly authorized signatory of the Registrar, and (iv) registered in the books maintained by the Registrar for the registration of issuances and transfers of ADSs. No ADR and no Certificated ADS evidenced thereby shall be entitled to any benefits under the Deposit Agreement or be valid or enforceable for any purpose against the Depositary or the Company, unless such ADR shall have been so dated, signed, countersigned and registered. ADRs bearing the facsimile signature of a duly-authorized signatory of the Depositary or the Registrar, who at the time of signature was a duly-authorized signatory of the Depositary or the Registrar, as the case may be, shall bind the Depositary, notwithstanding the fact that such signatory has ceased to be so authorized prior to the Delivery of such ADR by the Depositary. The ADRs shall bear a CUSIP number that is different from any CUSIP number that was, is or may be assigned to any depositary receipts previously or subsequently issued pursuant to any other arrangement between the Depositary (or any other depositary) and the Company and which are not ADRs outstanding hereunder.

**(b) Legends.**The ADRs may be endorsed with, or have incorporated in the text thereof, such legends or recitals not inconsistent with the provisions of the Deposit Agreement as may be (i) necessary to enable the Depositary and the Company to perform their respective obligations hereunder, (ii) required to comply with any applicable laws or regulations, or with the rules and regulations of any securities exchange or market upon which ADSs may be traded, listed or quoted, or to conform with any usage with respect thereto, (iii) necessary to indicate any special limitations or restrictions to which any particular ADRs or ADSs are subject by reason of the date of issuance of the Deposited Securities or otherwise, or (iv) required by any book-entry system in which the ADSs are held. Holders and Beneficial Owners shall be deemed, for all purposes, to have notice of, and to be bound by, the terms and conditions of the legends set forth, in the case of Holders, on the ADR registered in the name of the applicable Holders or, in the case of Beneficial Owners, on the ADR representing the ADSs owned by such Beneficial Owners.

**(c) Title.**Subject to the limitations contained herein and in the ADR, title to an ADR (and to each Certificated ADS evidenced thereby) shall be transferable upon the same terms as a certificated security under the laws of the State of New York, provided that, in the case of Certificated ADSs, such ADR has been properly endorsed or is accompanied by proper instruments of transfer. Notwithstanding any notice to the contrary, the Depositary and the Company may deem and treat the Holder of an ADS (that is, the person in whose name an ADS is registered on the books of the Depositary) as the absolute owner thereof for all purposes. Neither the Depositary nor the Company shall have any obligation nor be subject to any liability under the Deposit Agreement or any ADR to any holder or any Beneficial Owner unless, in the case of a holder of ADSs, such holder is the Holder registered on the books of the Depositary or, in the case of a Beneficial Owner, such Beneficial Owner, or the Beneficial Owner’s representative, is the Holder registered on the books of the Depositary.

(d) Book-EntrySystems. The Depositary shall make arrangements for the acceptance of the ADSs into DTC. All ADSs held through DTC will be registered in the name of the nominee for DTC (currently “Cede & Co.”). As such, the nominee for DTC will be the only “Holder” of all ADSs held through DTC. Unless issued by the Depositary as Uncertificated ADSs, the ADSs registered in the name of Cede & Co. will be evidenced by one or more ADR(s) in the form of a “Balance Certificate,” which will provide that it represents the aggregate number of ADSs from time to time indicated in the records of the Depositary as being issued hereunder and that the aggregate number of ADSs represented thereby may from time to time be increased or decreased by making adjustments on such records of the Depositary and of DTC or its nominee as hereinafter provided. Citibank, N.A. (or such other entity as is appointed by DTC or its nominee) may hold the “Balance Certificate” as custodian for DTC. Each Beneficial Owner of ADSs held through DTC must rely upon the procedures of DTC and the DTC Participants to exercise or be entitled to any rights attributable to such ADSs. The DTC Participants shall for all purposes be deemed to have all requisite power and authority to act on behalf of the Beneficial Owners of the ADSs held in the DTC Participants’ respective accounts in DTC and the Depositary shall for all purposes be authorized to rely upon any instructions and information given to it by DTC Participants. So long as ADSs are held through DTC or unless otherwise required by law, ownership of beneficial interests in the ADSs registered in the name of the nominee for DTC will be shown on, and transfers of such ownership will be effected only through, records maintained by (i) DTC or its nominee (with respect to the interests of DTC Participants), or (ii) DTC Participants or their nominees (with respect to the interests of clients of DTC Participants). Any distributions made, and any notices given, by the Depositary to DTC under the terms of the Deposit Agreement shall (unless otherwise specified by the Depositary) satisfy the Depositary’s obligations under the Deposit Agreement to make such distributions, and give such notices, in respect of the ADSs held in DTC (including, for avoidance of doubt, to the DTC Participants holding the ADSs in their DTC accounts and to the Beneficial Owners of such ADSs).

Section 2.3 Depositof Shares. Subject to the terms and conditions of the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates inbearer form, the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entrytransfer and recordation, confirmation of such book-entry transfer and recordation in the books of the Share Registrar or of the applicable book-entry settlement entity, as applicable, to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred and recorded, (B) such certifications and payments (including, without limitation, the Depositary’s fees and related charges) and evidence of such payments (including, without limitation, stamping or otherwise marking such Shares by way of receipt) as may be required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement and applicable law, (C) if the Depositary so requires, a written order directing the Depositary to issue and deliver to, or upon the written order of, the person(s) stated in such order the number of ADSs representing the Shares so deposited, (D) evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Cayman Islands, and (E) if the Depositary so requires, (i) an agreement, assignment or instrument reasonably satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be reasonably satisfactory to the Depositary or the Custodian and (ii) if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are registered in the name of the Depositary, the Custodian or any nominee.

Without limiting any other provision of the Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities (except as contemplated by Section 2.14) nor (b) any fractional Shares or fractional Deposited Securities nor (c) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Shares shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of the Cayman Islands and any necessary approval has been granted by any applicable governmental body in the Cayman Islands, if any. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares.

Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Memorandum and Articles of Association of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s compliance with the securities laws of the United States.

Section 2.4 Registrationand Safekeeping of Deposited Securities. The Depositary shall instruct the Custodian upon each Delivery of registered Shares being deposited hereunder with the Custodian (or other Deposited Securities pursuant to Article IV hereof), together with the other documents above specified, to present such Shares, together with the appropriate instrument(s) of transfer or endorsement, duly stamped, to the Share Registrar for transfer and registration of the Shares (as soon as transfer and registration can be accomplished and at the expense of the person for whom the deposit is made) in the name of the Depositary, the Custodian or a nominee of either. Deposited Securities shall be held by the Depositary, or by a Custodian for the account and to the order of the Depositary or a nominee of the Depositary, in each case, on behalf of the Holders and Beneficial Owners, at such place(s) as the Depositary or the Custodian shall determine. Notwithstanding anything else contained in the Deposit Agreement, any ADR(s), or any other instruments or agreements relating to the ADSs and the corresponding Deposited Property, the registration of the Deposited Securities in the name of the Depositary, the Custodian or any of their respective nominees, shall, to the maximum extent permitted by applicable law, vest in the Depositary, the Custodian or the applicable nominee the record ownership in the applicable Deposited Securities with the beneficial ownership rights and interests in such Deposited Securities being at all times vested with the Beneficial Owners of the ADSs representing the Deposited Securities. Notwithstanding the foregoing, the Depositary, the Custodian and the applicable nominee shall at all times be entitled to exercise the beneficial ownership rights in all Deposited Property, in each case only on behalf of the Holders and Beneficial Owners of the ADSs representing the Deposited Property, upon the terms set forth in the Deposit Agreement and, if applicable, the ADR(s) representing the ADSs. The Depositary, the Custodian and their respective nominees shall for all purposes be deemed to have all requisite power and authority to act in respect of Deposited Property on behalf of the Holders and Beneficial Owners of ADSs representing the Deposited Property, and upon making payments to, or acting upon instructions from, or information provided by, the Depositary, the Custodian or their respective nominees all persons shall be authorized to rely upon such power and authority.

Section 2.5 Issuanceof ADSs. The Depositary has made arrangements with the Custodian for the Custodian to confirm to the Depositary upon receipt of a deposit of Shares (i) that a deposit of Shares has been made pursuant to Section 2.3, (ii) that such Deposited Securities have been recorded in the name of the Depositary, the Custodian or a nominee of either on the shareholders’ register maintained by or on behalf of the Company by the Share Registrar or on the books of the applicable book-entry settlement entity, (iii) that all required documents have been received, and (iv) the person(s) to whom or upon whose order ADSs are deliverable in respect thereof and the number of ADSs to be so delivered. Such notification may be made by letter, cable, telex, SWIFT message or, at the risk and expense of the person making the deposit, by facsimile or other means of electronic transmission. Upon receiving such notice from the Custodian, the Depositary, subject to the terms and conditions of the Deposit Agreement and applicable law, shall issue the ADSs representing the Shares so deposited to or upon the order of the person(s) named in the notice delivered to the Depositary and, if applicable, shall execute and deliver at its Principal Office Receipt(s) registered in the name(s) requested by such person(s) and evidencing the aggregate number of ADSs to which such person(s) is/are entitled, but, in each case, only upon payment to the Depositary of the ADS fees and charges of the Depositary for accepting a deposit of Shares and issuing ADSs (as set forth in Section 5.9 and Exhibit B hereto) and all taxes and governmental charges and fees payable in connection with such deposit and the transfer of the Shares and the issuance of the ADS(s). Upon receipt of satisfactory instructions from ADS Holders and payment of applicable taxes and the ADS fees and charges of the Depositary for the issuance, cancellation and conversion of ADSs (as set forth in Section 5.9 and Exhibit B hereto), the Depositary shall also, subject to the applicable terms and conditions of, and contemplated in, the Deposit Agreement and applicable law, issue new ADSs in connection with the conversion of existing ADSs of one series for ADSs of another series (e.g., in connection with the conversion of Restricted ADSs into freely transferable ADSs and the conversion of Partial Entitlement ADSs into Full Entitlement ADSs), in which case the Depositary shall (i) only issue such number of new ADSs of one series as equals the number of existing ADSs cancelled of the corresponding series, and (ii) only process such ADS conversion to the extent the Depositary has to the extent applicable instructed the Custodian to transfer the corresponding Shares from and into the applicable custody accounts maintained for the applicable ADS series. The Depositary shall only issue ADSs in whole numbers and deliver, if applicable, ADR(s) evidencing whole numbers of ADSs.

Section 2.6 Transfer,Combination and Split-up of ADRs.

**(a) Transfer.**The Registrar shall as promptly as commercially practicable register the transfer of ADRs (and of the ADSs represented thereby) on the books maintained for such purpose and the Depositary shall as promptly as commercially practicable (x) cancel such ADRs and execute new ADRs evidencing the same aggregate number of ADSs as those evidenced by the ADRs canceled by the Depositary, (y) cause the Registrar to countersign such new ADRs and (z) Deliver such new ADRs to or upon the order of the person entitled thereto, if each of the following conditions has been satisfied: (i) the ADRs have been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a transfer thereof, (ii) the surrendered ADRs have been properly endorsed or are accompanied by proper instruments of transfer (including signature guarantees in accordance with standard securities industry practice), (iii) the surrendered ADRs have been duly stamped (if required by the laws of the State of New York or of the United States), and (iv) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 and Exhibit B hereto) have been paid, subject, however, in each case, to the terms and conditions of the applicable ADRs, of the Deposit Agreement and of applicable law, in each case as in effect at the time thereof.

(b) Combination& Split-Up. The Registrar shall as promptly as commercially practicable register the split-up or combination of ADRs (and of the ADSs represented thereby) on the books maintained for such purpose and the Depositary shall as promptly as commercially practicable (x) cancel such ADRs and execute new ADRs for the number of ADSs requested, but in the aggregate not exceeding the number of ADSs evidenced by the ADRs canceled by the Depositary, (y) cause the Registrar to countersign such new ADRs and (z) Deliver such new ADRs to or upon the order of the Holder thereof, if each of the following conditions has been satisfied: (i) the ADRs have been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a split-up or combination thereof, and (ii) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 and Exhibit B hereto) have been paid, subject,however, in each case, to the terms and conditions of the applicable ADRs, of the Deposit Agreement and of applicable law, in each case as in effect at the time thereof.

Section 2.7 Surrenderof ADSs and Withdrawal of Deposited Securities. The Holder of ADSs shall be entitled to Delivery (at the Custodian’s designated office) of the Deposited Securities at the time represented by the ADSs upon satisfaction of each of the following conditions: (i) the Holder (or a duly-authorized attorney of the Holder) has duly Delivered ADSs to the Depositary at its Principal Office (and if applicable, the ADRs evidencing such ADSs) for the purpose of withdrawal of the Deposited Securities represented thereby, (ii) if applicable and so required by the Depositary, the ADRs Delivered to the Depositary for such purpose have been properly endorsed in blank or are accompanied by proper instruments of transfer in blank (including signature guarantees in accordance with standard securities industry practice), (iii) if so required by the Depositary, the Holder of the ADSs has executed and delivered to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be Delivered to or upon the written order of the person(s) designated in such order, and (iv) all applicable ADS fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 and Exhibit B) have been paid, subject, however, in each case, to the terms and conditions of the ADRs evidencing the surrendered ADSs, of the Deposit Agreement, of the Company’s Memorandum and Articles of Association, and of any applicable laws and the rules of the applicable book-entry settlement entity, and to any provisions of or governing the Deposited Securities, in each case as in effect at the time thereof.

Upon satisfaction of each of the conditions specified above, the Depositary shall as promptly as commercially practicable (i) cancel the ADSs Delivered to it (and, if applicable, the ADR(s) evidencing the ADSs so Delivered), (ii) direct the Registrar to record the cancellation of the ADSs so Delivered on the books maintained for such purpose, and (iii) direct the Custodian to Deliver, or cause the Delivery of, in each case, without unreasonable delay, the Deposited Securities represented by the ADSs so canceled together with any certificate or other document of title for the Deposited Securities, or evidence of the electronic transfer thereof (if available), as the case may be, to or upon the written order of the person(s) designated in the order delivered to the Depositary for such purpose, subject however, ineach case, to the terms and conditions of the Deposit Agreement, of the ADRs evidencing the ADSs so canceled, of the Memorandum and Articles of Association of the Company, of any applicable laws and of the rules of the applicable book-entry settlement entity, and to the terms and conditions of or governing the Deposited Securities, in each case as in effect at the time thereof.

The Depositary shall not accept for surrender ADSs representing less than one (1) Share. In the case of Delivery to it of ADSs representing a number other than a whole number of Shares, the Depositary shall cause ownership of the appropriate whole number of Shares to be Delivered in accordance with the terms hereof, and shall, at the discretion of the Depositary, either (i) return to the person surrendering such ADSs the number of ADSs representing any remaining fractional Share, or (ii) sell or cause to be sold the fractional Share represented by the ADSs so surrendered and remit the proceeds of such sale (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld) to the person surrendering the ADSs.

Upon receipt of satisfactory instructions from ADS Holders and payment of applicable taxes and the ADS fees and charges of the Depositary for the issuance, cancellation, and conversion of ADSs (as set forth in Section 5.9 and Exhibit B hereto), the Depositary shall also, subject to the applicable terms and conditions of, and contemplated in, the Deposit Agreement and applicable law, cancel ADSs in connection with the conversion of ADSs of one series for ADSs of another series (e.g., in connection with the conversion of Restricted ADSs into freely transferable ADSs and the conversion of Partial Entitlement ADSs into Full Entitlement ADSs), in which case, (i) the number of ADSs of one series so cancelled shall equal the number of ADSs issued of the corresponding series, and (ii) the Depositary shall to the extent applicable direct the Custodian to transfer the corresponding Shares from and into the applicable custody accounts maintained for the applicable ADS series.

Notwithstanding anything else contained in any ADR or the Deposit Agreement, the Depositary may make delivery at the Principal Office of the Depositary of Deposited Property consisting of (i) any cash dividends or cash distributions, or (ii) any proceeds from the sale of any non-cash distributions, which are at the time held by the Depositary in respect of the Deposited Securities represented by the ADSs surrendered for cancellation and withdrawal. At the request, risk and expense of any Holder so surrendering ADSs, and for the account of such Holder, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any Deposited Property (other than Deposited Securities) held by the Custodian in respect of such ADSs to the Depositary for delivery at the Principal Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by cable, telex or facsimile transmission.

Section 2.8 Limitationson Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc.

(a) AdditionalRequirements. As a condition precedent to the execution and Delivery, the registration of issuance, transfer, split-up, combination or surrender, of any ADS, the delivery of any distribution thereon, or the withdrawal of any Deposited Property, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of ADSs or of an ADR of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in Section 5.9 and Exhibit B, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated by Section 3.1, and (iii) compliance with (A) any laws or governmental regulations relating to the execution and Delivery of ADRs or ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations as the Depositary and the Company may establish consistent with the provisions of the representative ADR, if applicable, the Deposit Agreement and applicable law.

(b) AdditionalLimitations. The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused, or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfers of ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Share Registrar are closed or if any such action is deemed necessary or advisable by the Depositary (whereupon the Depositary shall use reasonable efforts to notify the Company in writing) or the Company, in good faith, at any time or from time to time because of any requirement of law or regulation, any government or governmental body or commission or any securities exchange on which the ADSs or Shares are listed, or under any provision of the Deposit Agreement or the representative ADR(s), if applicable, or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, in all cases, to Section 7.8(a).

(c) RegulatoryRestrictions. Notwithstanding any provision of the Deposit Agreement or any ADR(s) to the contrary, Holders are entitled to surrender outstanding ADSs to withdraw the Deposited Securities associated herewith at any time subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares in connection with voting at a shareholders’ meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs or to the withdrawal of the Deposited Securities, and (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time).

Section 2.9 LostADRs, etc. In case any ADR shall be mutilated, destroyed, lost, or stolen, the Depositary shall execute and deliver a new ADR of like tenor at the expense of the Holder (a) in the case of a mutilated ADR, in exchange of and substitution for such mutilated ADR upon cancellation thereof, or (b) in the case of a destroyed, lost or stolen ADR, in lieu of and in substitution for such destroyed, lost, or stolen ADR, after the Holder thereof (i) has submitted to the Depositary a written request for such exchange and substitution before the Depositary has notice that the ADR has been acquired by a bona fide purchaser, (ii) has provided such security or indemnity (including an indemnity bond) as may be required by the Depositary to save it and any of its agents harmless, and (iii) has satisfied any other reasonable requirements imposed by the Depositary, including, without limitation, evidence satisfactory to the Depositary of such destruction, loss or theft of such ADR, the authenticity thereof and the Holder’s ownership thereof.

Section 2.10 Cancellationand Destruction of Surrendered ADRs; Maintenance of Records. All ADRs surrendered to the Depositary shall be canceled by the Depositary. Canceled ADRs shall not be entitled to any benefits under the Deposit Agreement or be valid or enforceable against the Depositary or the Company for any purpose. The Depositary is authorized to destroy ADRs so canceled, provided the Depositary maintains a record of all destroyed ADRs. Any ADSs held in book-entry form (e.g., through accounts at DTC) shall be deemed canceled when the Depositary causes the number of ADSs evidenced by the Balance Certificate to be reduced by the number of ADSs surrendered (without the need to physically destroy the Balance Certificate).

Section 2.11 Escheatment. In the event any unclaimed property relating to the ADSs, for any reason, is in the possession of the Depositary and has not been claimed by the Holder thereof or cannot be delivered to the Holder thereof through usual channels, the Depositary shall, upon expiration of any applicable statutory period relating to abandoned property laws, escheat such unclaimed property to the relevant authorities in accordance with the laws of each of the relevant States of the United States.

Section 2.12 PartialEntitlement ADSs. In the event any Shares are deposited which (i) entitle the holders thereof to receive a per-share distribution or other entitlement in an amount different from the Shares then on deposit or (ii) are not fully fungible (including, without limitation, as to settlement or trading) with the Shares then on deposit (the Shares then on deposit collectively, “Full Entitlement Shares” and the Shares with different entitlement, “Partial Entitlement Shares”), the Depositary shall (i) cause the Custodian to hold Partial Entitlement Shares separate and distinct from Full Entitlement Shares, and (ii) subject to the terms of the Deposit Agreement, issue ADSs representing Partial Entitlement Shares which are separate and distinct from the ADSs representing Full Entitlement Shares, by means of separate CUSIP numbering and legending (if necessary) and, if applicable, by issuing ADRs evidencing such ADSs with applicable notations thereon (“Partial Entitlement ADSs/ADRs” and “Full Entitlement ADSs/ADRs”, respectively). If and when Partial Entitlement Shares become Full Entitlement Shares, the Depositary shall convert the Partial Entitlement ADSs for Full Entitlement ADSs only upon receipt of applicable and satisfactory instructions from ADS Holders (to the extent ADS Holder instructions are deemed necessary and appropriate by the Depositary) and payment of applicable taxes and the ADS fees and charges of the Depositary (as set forth in Section 5.9 and Exhibit B hereto) for each of the issuance, cancellation, transfer and conversion processes undertaken in connection with the removal of distinctions between the Partial Entitlement ADRs, the Partial Entitlement ADSs and/or the Partial Entitlement Shares (on the one hand) and the Full Entitlement ADRs, the Full Entitlement ADSs and/or the Full Entitlement Shares (on the other hand), and subject to the applicable terms and conditions of, and contemplated in, the Deposit Agreement and applicable law, by (a) giving notice thereof to Holders of Partial Entitlement ADSs and giving Holders of Partial Entitlement ADRs the opportunity to exchange such Partial Entitlement ADRs for Full Entitlement ADRs, (b) causing the Custodian to transfer the Partial Entitlement Shares into the account of the Full Entitlement Shares, and (c) taking such actions as are necessary to convert the Partial Entitlement ADRs and ADSs, for the corresponding Full Entitlement ADRs and ADSs on the other, in which case, the number of Full Entitlement ADSs issued shall equal the number of Partial Entitlement ADSs cancelled. Holders and Beneficial Owners of Partial Entitlement ADSs shall only be entitled to the entitlements of Partial Entitlement Shares. Holders and Beneficial Owners of Full Entitlement ADSs shall be entitled only to the entitlements of Full Entitlement Shares. All provisions and conditions of the Deposit Agreement shall apply to Partial Entitlement ADRs and ADSs to the same extent as Full Entitlement ADRs and ADSs, except as contemplated by this Section 2.12. The Depositary is authorized to take any and all other actions as may be necessary (including, without limitation, making the necessary notations on ADRs) to give effect to the terms of this Section 2.12. The Company agrees to give timely written notice to the Depositary if any Shares issued or to be issued are Partial Entitlement Shares and shall assist the Depositary with the establishment of procedures enabling the identification of Partial Entitlement Shares upon Delivery to the Custodian.

Section 2.13 Certificated/UncertificatedADSs. Notwithstanding any other provision of the Deposit Agreement, the Depositary may, at any time and from time to time, issue ADSs that are not evidenced by ADRs (such ADSs, the “Uncertificated ADS(s)” and the ADS(s) evidenced by ADR(s), the “Certificated ADS(s)”). When issuing and maintaining Uncertificated ADS(s) under the Deposit Agreement, the Depositary shall at all times be subject to (i) the standards applicable to registrars and transfer agents maintaining direct registration systems for equity securities in New York and issuing uncertificated securities under New York law, and (ii) the terms of New York law applicable to uncertificated equity securities. Uncertificated ADSs shall not be represented by any instruments but shall be evidenced by registration in the books of the Depositary maintained for such purpose. Holders of Uncertificated ADSs, that are not subject to any registered pledges, liens, restrictions or adverse claims of which the Depositary has notice at such time, shall at all times have the right to exchange the Uncertificated ADS(s) for Certificated ADS(s) of the same type and class, subject in each case to (x) applicable laws and any rules and regulations the Depositary may have established in respect of the Uncertificated ADSs, and (y) the continued availability of Certificated ADSs in the U.S. Holders of Certificated ADSs shall, if the Depositary maintains a direct registration system for the ADSs, have the right to exchange the Certificated ADSs for Uncertificated ADSs upon (i) the due surrender of the Certificated ADS(s) to the Depositary for such purpose and (ii) the presentation of a written request to that effect to the Depositary, subject in each case to (a) all liens and restrictions noted on the ADR evidencing the Certificated ADS(s) and all adverse claims of which the Depositary then has notice, (b) the terms of the Deposit Agreement and the rules and regulations that the Depositary may establish for such purposes hereunder, (c) applicable law, and (d) payment of the Depositary fees and expenses applicable to such exchange of Certificated ADS(s) for Uncertificated ADS(s). Uncertificated ADSs shall in all material respects be identical to Certificated ADS(s) of the same type and class, except that (i) no ADR(s) shall be, or shall need to be, issued to evidence Uncertificated ADS(s), (ii) Uncertificated ADS(s) shall, subject to the terms of the Deposit Agreement, be transferable upon the same terms and conditions as uncertificated securities under New York law, (iii) the ownership of Uncertificated ADS(s) shall be recorded on the books of the Depositary maintained for such purpose and evidence of such ownership shall be reflected in periodic statements provided by the Depositary to the Holder(s) in accordance with applicable New York law, (iv) the Depositary may from time to time, upon notice to the Holders of Uncertificated ADSs affected thereby, establish rules and regulations, and amend or supplement existing rules and regulations, as may be deemed reasonably necessary to maintain Uncertificated ADS(s) on behalf of Holders, provided that (a) such rules and regulations do not conflict with the terms of the Deposit Agreement and applicable law, and (b) the terms of such rules and regulations are readily available to Holders upon request, (v) the Uncertificated ADS(s) shall not be entitled to any benefits under the Deposit Agreement or be valid or enforceable for any purpose against the Depositary or the Company unless such Uncertificated ADS(s) is/are registered on the books of the Depositary maintained for such purpose, (vi) the Depositary may, in connection with any deposit of Shares resulting in the issuance of Uncertificated ADSs and with any transfer, pledge, release and cancellation of Uncertificated ADSs, require the prior receipt of such documentation as the Depositary may deem reasonably appropriate, and (vii) upon termination of the Deposit Agreement, the Depositary shall not require Holders of Uncertificated ADSs to affirmatively instruct the Depositary before remitting proceeds from the sale of the Deposited Property represented by such Holders’ Uncertificated ADSs under the terms of Section 6.2. When issuing ADSs under the terms of the Deposit Agreement, including, without limitation, issuances pursuant to Sections 2.5, 4.2, 4.3, 4.4, 4.5 and 4.11, the Depositary may in its discretion determine to issue Uncertificated ADSs rather than Certificated ADSs, unless otherwise specifically instructed by the applicable Holder to issue Certificated ADSs. All provisions and conditions of the Deposit Agreement shall apply to Uncertificated ADSs to the same extent as to Certificated ADSs, except as contemplated by this Section 2.13. The Depositary is authorized and directed to take any and all actions and establish any and all procedures deemed reasonably necessary to give effect to the terms of this Section 2.13. Any references in the Deposit Agreement or any ADR(s) to the terms “American Depositary Share(s)” or “ADS(s)” shall, unless the context otherwise requires, include Certificated ADS(s) and Uncertificated ADS(s). Except as set forth in this Section 2.13 and except as required by applicable law, the Uncertificated ADSs shall be treated as ADSs issued and outstanding under the terms of the Deposit Agreement. In the event that, in determining the rights and obligations of parties hereto with respect to any Uncertificated ADSs, any conflict arises between (a) the terms of the Deposit Agreement (other than this Section 2.13) and (b) the terms of this Section 2.13, the terms and conditions set forth in this Section 2.13 shall be controlling and shall govern the rights and obligations of the parties to the Deposit Agreement pertaining to the Uncertificated ADSs.

Section 2.14 RestrictedADSs. The Depositary shall, at the request and expense of the Company, establish procedures enabling the deposit hereunder of Shares that are Restricted Securities in order to enable the holder of such Shares to hold its ownership interests in such Restricted Securities in the form of ADSs issued under the terms hereof (such Shares, “Restricted Shares”). Upon receipt of a written request from the Company to accept Restricted Shares for deposit hereunder, the Depositary agrees to establish procedures permitting the deposit of such Restricted Shares and the issuance of ADSs representing the right to receive, subject to the terms of the Deposit Agreement and the applicable ADR (if issued as a Certificated ADS), such deposited Restricted Shares (such ADSs, the “Restricted ADSs,” and the ADRs evidencing such Restricted ADSs, the “Restricted ADRs”). Notwithstanding anything contained in this Section 2.14, the Depositary and the Company may, to the extent not prohibited by law, agree to issue the Restricted ADSs in uncertificated form (“Uncertificated Restricted ADSs”) upon such terms and conditions as the Company and the Depositary may deem necessary and appropriate. The Company shall assist the Depositary in the establishment of such procedures and agrees that it shall take all steps necessary and reasonably satisfactory to the Depositary to ensure that the establishment of such procedures does not violate the provisions of the Securities Act or any other applicable laws. The depositors of such Restricted Shares and the Holders of the Restricted ADSs may be required prior to the deposit of such Restricted Shares, the transfer of the Restricted ADRs and Restricted ADSs or the withdrawal of the Restricted Shares represented by Restricted ADSs to provide such written certifications or agreements as the Depositary or the Company may require. The Company shall provide to the Depositary in writing the legend(s) to be affixed to the Restricted ADRs (if the Restricted ADSs are to be issued as Certificated ADSs**)**, or to be included in the statements issued from time to time to Holders of Uncertificated ADSs (if issued as Uncertificated Restricted ADSs), which legends shall (i) be in a form reasonably satisfactory to the Depositary and (ii) contain the specific circumstances under which the Restricted ADSs, and, if applicable, the Restricted ADRs evidencing the Restricted ADSs, may be transferred or the Restricted Shares withdrawn. The Restricted ADSs issued upon the deposit of Restricted Shares shall be separately identified on the books of the Depositary and the Restricted Shares so deposited shall, to the extent required by law, be held separate and distinct from the other Deposited Securities held hereunder. The Restricted ADSs shall not be eligible for inclusion in any book-entry settlement system, including, without limitation, DTC (unless (x) otherwise agreed by the Company and the Depositary, (y) the inclusion of Restricted ADSs is acceptable to the applicable clearing system, and (z) the terms of such inclusion are generally accepted by the Commission for Restricted Securities of that type), and shall not in any way be fungible with the ADSs issued under the terms hereof that are not Restricted ADSs. The Restricted ADSs, and, if applicable, the Restricted ADRs evidencing the Restricted ADSs, shall be transferable only by the Holder thereof upon delivery to the Depositary of (i) all documentation otherwise contemplated by the Deposit Agreement and (ii) an opinion of counsel reasonably satisfactory to the Depositary setting forth, inter alia, the conditions upon which the Restricted ADSs presented, and, if applicable, the Restricted ADRs evidencing the Restricted ADSs, are transferable by the Holder thereof under applicable securities laws and the transfer restrictions contained in the legend applicable to the Restricted ADSs presented for transfer. Except as set forth in this Section 2.14 and except as required by applicable law, the Restricted ADSs and the Restricted ADRs evidencing Restricted ADSs shall be treated as ADSs and ADRs issued and outstanding under the terms of the Deposit Agreement. In the event that, in determining the rights and obligations of parties hereto with respect to any Restricted ADSs, any conflict arises between (a) the terms of the Deposit Agreement (other than this Section 2.14) and (b) the terms of (i) this Section 2.14 or (ii) the applicable Restricted ADR, the terms and conditions set forth in this Section 2.14 and of the Restricted ADR shall be controlling and shall govern the rights and obligations of the parties to the Deposit Agreement pertaining to the deposited Restricted Shares, the Restricted ADSs and Restricted ADRs.

If the Restricted ADRs, the Restricted ADSs and the Restricted Shares cease to be Restricted Securities, the Depositary, upon receipt of (x) an opinion of counsel reasonably satisfactory to the Depositary setting forth, inter alia, that the Restricted ADRs, the Restricted ADSs and the Restricted Shares are not as of such time, or in connection with a transaction, Restricted Securities, (y) instructions from the Company and/or the applicable ADS Holder to remove the restrictions applicable to the Restricted ADRs, the Restricted ADSs and the Restricted Shares, and (z) payment of applicable taxes and the ADS fees and charges of the Depositary (as set forth in Section 5.9 and Exhibit B hereto) for each of the issuance, cancellation, transfer and conversion processes undertaken in connection with the removal of the restrictions applicable to the Restricted ADRs, Restricted ADSs and/or Restricted Shares (as the case may be), shall (i) eliminate the distinctions and separations that may have been established between the applicable Restricted Shares held on deposit under this Section 2.14 and the other Shares held on deposit under the terms of the Deposit Agreement that are not Restricted Shares by converting the Restricted ADSs into freely transferable ADSs (which shall entail, inter alia, the cancellation of the Restricted ADSs and the issuance of the corresponding freely transferable ADSs, and instructing the Custodian to transfer the corresponding Shares from and into the applicable custody accounts maintained for the applicable ADS series), (ii) treat the newly unrestricted ADRs and ADSs on the same terms as, and fully fungible with, the other ADRs and ADSs issued and outstanding under the terms of the Deposit Agreement that are not Restricted ADRs or Restricted ADSs, and (iii) take all actions necessary to remove any distinctions, limitations and restrictions previously existing under this Section 2.14 between the applicable Restricted ADRs and Restricted ADSs, respectively, on the one hand, and the other ADRs and ADSs that are not Restricted ADRs or Restricted ADSs, respectively, on the other hand, including, without limitation, by making the newly-unrestricted ADSs eligible for inclusion in the applicable book-entry settlement systems.

ARTICLE III

CERTAIN OBLIGATIONS OF HOLDERS

AND BENEFICIAL OWNERS OF ADSs

Section 3.1 Proofs,Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Property, compliance with applicable laws, the terms of the Deposit Agreement or the ADR(s) evidencing the ADSs and the provisions of, or governing, the Deposited Property, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Share Registrar) as the Depositary or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement and the applicable ADR(s). The Depositary and the Registrar, as applicable, may, and at the written request of the Company, to the extent practicable, shall, withhold the execution or delivery or registration of transfer of any ADR or ADS or the distribution or sale of any dividend or distribution of rights or of the proceeds thereof or, to the extent not limited by the terms of Section 7.8(a), the delivery of any Deposited Property until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s, the Registrar’s and the Company’s satisfaction. The Depositary shall provide the Company, in a timely manner, with copies or originals if necessary and appropriate of (i) any such proofs of citizenship or residence, taxpayer status, or exchange control approval or copies of written representations and warranties which it receives from Holders and Beneficial Owners, and (ii) any other information or documents which the Company may reasonably request and which the Depositary shall request and receive from any Holder or Beneficial Owner or any person presenting Shares for deposit or ADSs for cancellation, transfer or withdrawal. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners, or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.

Section 3.2 Liabilityfor Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any Deposited Property, ADSs or ADRs shall be payable by the Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of such Deposited Property and apply such distributions and sale proceeds in payment of, any taxes (including applicable interest and penalties) or charges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, Deposited Property and ADRs, the Holder and the Beneficial Owner remaining liable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8(a)) the withdrawal of Deposited Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from (i) any ADSs held by such Holder and/or owned by such Beneficial Owner, (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial Owner in respect of the ADSs and/or the Deposited Property represented thereby. Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners under this Section 3.2 shall survive any transfer of ADSs, any cancellation of ADSs and withdrawal of Deposited Securities, and the termination of the Deposit Agreement.

Section 3.3 Representationsand Warranties on Deposit of Shares. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

Section 3.4 Compliancewith Information Requests. Notwithstanding any other provision of the Deposit Agreement or any ADR(s), each Holder and Beneficial Owner agrees to comply with requests from the Company pursuant to applicable law, the rules and requirements of any stock exchange on which the Shares or ADSs are, or will be, registered, traded or listed or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the nature of such interest and various other matters, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward, upon the request of the Company and at the Company’s expense, as promptly as commercially practicable, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.

Section 3.5 OwnershipRestrictions. Notwithstanding any other provision contained in the Deposit Agreement or any ADR(s) to the contrary, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Memorandum and Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Memorandum and Articles of Association of the Company. Nothing herein shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described in this Section 3.5.

Section 3.6 ReportingObligations and Regulatory Approvals. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

ARTICLE IV

THE DEPOSITED SECURITIES

Section 4.1 CashDistributions. Whenever the Company intends to make a distribution of a cash dividend or other cash distribution in respect of any Deposited Securities, the Company shall give notice thereof to the Depositary at least twenty (20) days (or such shorter period as the Depositary and the Company may agree to from time to time) prior to the proposed distribution specifying, inter alia, the record date applicable for determining the holders of Deposited Securities entitled to receive such distribution. Upon the timely receipt of such notice, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9. Upon confirmation of the receipt of (x) any cash dividend or other cash distribution in respect of any Deposited Property (whether from the Company or otherwise), or (y) proceeds from the sale of any Deposited Property held in respect of the ADSs under the terms hereof, the Depositary will (i) if any amounts are received in a Foreign Currency, promptly convert or cause to be converted such cash dividend, distribution or proceeds into Dollars (subject to the terms and conditions of Section 4.8), (ii) if applicable and unless previously established, establish the ADS Record Date upon the terms described in Section 4.9, and (iii) distribute promptly the amount thus received (net of (a) the applicable fees and charges set forth in the Fee Schedule attached hereto as Exhibit B, and (b) applicable taxes withheld) to the Holders entitled thereto as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributed shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to Holders of ADSs outstanding at the time of the next distribution. If the Company, the Custodian or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities, or from any cash proceeds from the sales of Deposited Property, an amount on account of taxes, duties or other governmental charges, the amount distributed to Holders on the ADSs shall be reduced accordingly. Such withheld amounts shall be forwarded by the Company, the Custodian or the Depositary to the relevant governmental authority. Evidence of payment thereof by the Company shall be forwarded by the Company to the Depositary upon request. The Depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable Holders and Beneficial Owners of ADSs until the distribution can be effected or the funds that the Depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.1, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.1, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.1 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Section 4.2 Distributionin Shares. Whenever the Company intends to make a distribution that consists of a dividend in, or free distribution of, Shares, the Company shall give notice thereof to the Depositary at least twenty (20) days (or such shorter period as the Depositary and the Company may agree to from time to time) prior to the proposed distribution, specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such distribution. Upon the timely receipt of such notice from the Company, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes). In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1. In the event that the Depositary determines that any distribution in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if the Company in the fulfillment of its obligation under Section 5.7, has furnished an opinion of U.S. counsel determining that Shares must be registered under the Securities Act or other laws in order to be distributed to Holders (and no such registration statement has been declared effective), the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) taxes and (b) fees and charges of, and expenses incurred by, the Depositary) to Holders entitled thereto upon the terms described in Section 4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Section 4.3 ElectiveDistributions in Cash or Shares. Whenever the Company intends to make a distribution payable at the election of the holders of Deposited Securities in cash or in additional Shares, the Company shall give notice thereof to the Depositary at forty-five (45) days (or such shorter period as the Depositary and the Company may agree to from time to time) prior to the proposed distribution specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution be made available to Holders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7. If the above conditions are not satisfied or if the Company requests such elective distribution not to be made available to Holders of ADSs, the Depositary shall establish the ADS Record Date on the terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the Cayman Islands in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 or (Y) additional ADSs representing such additional Shares upon the terms described in Section 4.2. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date on the terms described in Section 4.9 and establish procedures to enable Holders to elect the receipt of the proposed distribution in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. If a Holder elects to receive the proposed distribution (X) in cash, the distribution shall be made upon the terms described in Section 4.1, or (Y) in ADSs, the distribution shall be made upon the terms described in Section 4.2. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective distribution in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.3, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.3, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.3 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Section 4.4 Distributionof Rights to Purchase Additional ADSs.

(a) Distributionto ADS Holders. Whenever the Company intends to distribute to the holders of the Deposited Securities rights to subscribe for additional Shares, the Company shall give notice thereof to the Depositary at least sixty (60) days (or such shorter period as the Depositary and the Company may agree to from time to time) prior to the proposed distribution specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such distribution and whether or not it wishes such rights to be made available to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes such rights to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such rights available to the Holders. The Depositary shall make such rights available to Holders only if (i) the Company shall have timely requested that such rights be made available to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7, and (iii) the Depositary shall have determined that such distribution of rights is reasonably practicable. In the event any of the conditions set forth above are not satisfied or if the Company requests that the rights not be made available to Holders of ADSs, the Depositary shall proceed with the sale of the rights as contemplated in Section 4.4(b) below. In the event all conditions set forth above are satisfied, the Depositary shall establish the ADS Record Date (upon the terms described in Section 4.9) and establish procedures to (x) distribute rights to purchase additional ADSs (by means of warrants or otherwise), (y) enable the Holders to exercise such rights (upon payment of the subscription price and of the applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes), and (z) deliver ADSs upon the valid exercise of such rights. The Company shall assist the Depositary to the extent necessary in establishing such procedures. Nothing herein shall obligate the Depositary to make available to the Holders a method to exercise rights to subscribe for Shares (rather than ADSs).

(b) Saleof Rights. If (i) the Company does not timely request the Depositary to make the rights available to Holders or requests that the rights not be made available to Holders, (ii) the Depositary fails to receive satisfactory documentation within the terms of Section 5.7, or determines it is not reasonably practicable to make the rights available to Holders, or (iii) any rights made available are not exercised and appear to be about to lapse, the Depositary shall determine whether it is lawful and reasonably practicable to sell such rights, in a riskless principal capacity, at such place and upon such terms (including public or private sale) as it may deem practicable. The Company shall assist the Depositary to the extent necessary to determine such legality and practicability. The Depositary shall, upon such sale, convert and distribute proceeds of such sale (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) upon the terms set forth in Section 4.1.

(c) Lapseof Rights. If the Depositary is unable to make any rights available to Holders upon the terms described in Section 4.4(a) or to arrange for the sale of the rights upon the terms described in Section 4.4(b), the Depositary shall allow such rights to lapse.

The Depositary shall not be liable for (i) any failure to accurately determine whether it may be lawful or practicable to make such rights available to Holders in general or any Holders in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or exercise, or (iii) the content of any materials forwarded to the Holders on behalf of the Company in connection with the rights distribution.

Notwithstanding anything to the contrary in this Section 4.4, if registration (under the Securities Act or any other applicable law) of the rights or the securities to which any rights relate may be required in order for the Company to offer such rights or such securities to Holders and to sell the securities represented by such rights, the Depositary will not distribute such rights to the Holders (i) unless and until a registration statement under the Securities Act (or other applicable law) covering such offering is in effect or (ii) unless the Company furnishes the Depositary opinion(s) of counsel for the Company in the United States and counsel to the Company in any other applicable country in which rights would be distributed, in each case reasonably satisfactory to the Depositary, to the effect that the offering and sale of such securities to Holders and Beneficial Owners are exempt from, or do not require registration under, the provisions of the Securities Act or any other applicable laws.

In the event that the Company, the Depositary or the Custodian shall be required to withhold and does withhold from any distribution of Deposited Property (including rights) an amount on account of taxes or other governmental charges, the amount distributed to the Holders of ADSs shall be reduced accordingly. In the event that the Depositary determines that any distribution of Deposited Property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such Deposited Property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable to pay any such taxes or charges.

There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive or exercise rights on the same terms and conditions as the holders of Shares or be able to exercise such rights. Nothing herein shall obligate the Company to file any registration statement in respect of any rights or Shares or other securities to be acquired upon the exercise of such rights.

Section 4.5 DistributionsOther Than Cash, Shares or Rights to Purchase Shares.

**(a)**Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7, and (iii) the Depositary shall have determined that such distribution is reasonably practicable.

**(b)**Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary shall distribute the property so received to the Holders of record, as of the ADS Record Date, in proportion to the number of ADSs held by them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary, and (ii) net of any taxes withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) or other governmental charges applicable to the distribution.

**(c)**If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable, the Depositary shall sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem practicable and shall (i) cause the proceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances.

**(d)**Neither the Depositary nor the Company shall be liable for (i) any failure to accurately determine whether it is lawful or practicable to make the property described in this Section 4.5 available to Holders in general or any Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.

Section 4.6 Distributionswith Respect to Deposited Securities in Bearer Form. Subject to the terms of this Article IV, distributions in respect of Deposited Securities that are held by the Depositary or the Custodian in bearer form shall be made to the Depositary for the account of the respective Holders of ADS(s) with respect to which any such distribution is made upon due presentation by the Depositary or the Custodian to the Company of any relevant coupons, talons, or certificates. The Company shall promptly notify the Depositary of such distributions. The Depositary or the Custodian shall promptly present such coupons, talons or certificates, as the case may be, in connection with any such distribution.

Section 4.7 Redemption. If the Company intends to exercise any right of redemption in respect of any of the Deposited Securities, the Company shall give notice thereof to the Depositary at least forty-five (45) days (or such shorter period as the Depositary and the Company may agree to from time to time) prior to the intended date of redemption which notice shall set forth the particulars of the proposed redemption. Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by the Company to the Depositary within the terms of Section 5.7, and only if the Depositary shall have determined that such proposed redemption is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of the redemption rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which redemption rights are being exercised against payment of the applicable redemption price. Upon receipt of confirmation from the Custodian that the redemption has taken place and that funds representing the redemption price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and the expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel ADRs, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2. If less than all outstanding Deposited Securities are redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption price per ADS shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the redemption of the Deposited Securities represented by ADSs (subject to the terms of Section 4.8 and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed.

Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed redemption provided for in this Section 4.7, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.7, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.7 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Section 4.8 Conversionof Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Property, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may reasonably determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of the fees and charges set forth in the Fee Schedule attached hereto as Exhibit B, and applicable taxes withheld) in accordance with the terms of the applicable sections of the Deposit Agreement. The Depositary and/or its agent (which may be a division, branch or Affiliate of the Depositary) may act as principal for any conversion of Foreign Currency. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise.

If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing.

If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.

Section 4.9 Fixingof ADS Record Date. Whenever (a) the Depositary shall receive notice of the fixing of a record date by the Company for the determination of holders of Deposited Securities entitled to receive any distribution (whether in cash, Shares, rights, or other distribution), (b) for any reason the Depositary causes a change in the number of Shares that are represented by each ADS, (c) the Depositary shall receive notice of any meeting of, or solicitation of consents or proxies of, holders of Shares or other Deposited Securities, or (d) the Depositary shall find it necessary or convenient in connection with the giving of any notice, solicitation of any consent or any other matter, the Depositary shall fix the record date (the “ADS Record Date”) for the determination of the Holders of ADS(s) who shall be entitled to receive such distribution, to give instructions for the exercise of voting rights at any such meeting, to give or withhold such consent, to receive such notice or solicitation or to otherwise take action, or to exercise the rights of Holders with respect to such changed number of Shares represented by each ADS. The Depositary shall make reasonable efforts to establish the ADS Record Date as closely as practicable to the applicable record date for the Deposited Securities (if any) set by the Company in the Cayman Islands and shall not announce the establishment of any ADS Record Date prior to the relevant corporate action having been made public by the Company (if such corporate action affects the Deposited Securities). Subject to applicable law and the provisions of Section 4.1 through 4.8 and to the other terms and conditions of the Deposit Agreement, only the Holders of ADSs at the close of business in New York on such ADS Record Date shall be entitled to receive such distribution, to give such voting instructions, to receive such notice or solicitation, or otherwise take action.

Section 4.10 Votingof Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute as soon as practicable after receipt thereof to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Memorandum and Articles of Association of the Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement as to the manner and timing in which such voting instructions may be given or deemed to have been given in accordance with this Section 4.10 if, prior to the deadline for such purposes, (i) no voting instructions are received, in which case such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company in accordance with the terms and subject to the conditions set forth in this Section 4.10, or (ii) the voting instructions received from a Holder fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to timely request that the Depositary distribute the information as provided for in this Section 4.10, the Depositary agrees, following receipt of notice of the applicable meeting or solicitation of consents or proxies and, if the Depositary requests, reasonable and prompt consultation between the Company and the Depositary, to use commercially reasonable efforts to perform the actions contemplated in this Section 4.10, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.10 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, if required, as provided herein.

Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (e.g., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials).

Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Memorandum and Articles of Association and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (a) in the event voting takes place at a shareholders’ meeting by a showof hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received timely from a majority of Holders of ADSs who provided voting instructions, and (b) in the event voting takes place at a shareholders’meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions timely received from the Holders of ADSs. If voting is by poll and the Depositary does not receive voting instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (a) the Company does not wish such proxy to be given, (b) substantial opposition exists, or (c) the rights of holders of Deposited Securities may be adversely affected.

Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except as otherwise contemplated herein). Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, save for purposes of establishing a quorum, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions.

Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

Notwithstanding anything else contained in the Deposit Agreement or any ADR, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so requested by the Depositary.

There can be no assurance that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner.

Section 4.11 ChangesAffecting Deposited Securities. Upon any change in nominal or par value, split-up, cancellation, consolidation or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger, consolidation or sale of assets affecting the Company or to which it is a party, any property which shall be received by the Depositary or the Custodian in exchange for, or in conversion of, or replacement of, or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Property under the Deposit Agreement, and the ADSs shall, subject to the provisions of the Deposit Agreement, any ADR(s) evidencing such ADSs and applicable law, represent the right to receive such additional or replacement Deposited Property. In giving effect to such change, split-up, cancellation, consolidation or other reclassification of Deposited Securities, recapitalization, reorganization, merger, consolidation or sale of assets, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary, and (b) applicable taxes) and receipt of an opinion of counsel to the Company reasonably satisfactory to the Depositary that such actions are not in violation of any applicable laws or regulations, (i) issue and deliver additional ADSs as in the case of a stock dividend on the Shares, (ii) amend the Deposit Agreement and the applicable ADRs, (iii) amend the applicable Registration Statement(s) on Form F-6 as filed with the Commission in respect of the ADSs, (iv) call for the surrender of outstanding ADRs to be exchanged for new ADRs, and (v) take such other actions as are appropriate to reflect the transaction with respect to the ADSs. The Company agrees to, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ADRs. Notwithstanding the foregoing, in the event that any Deposited Property so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an opinion of Company’s counsel reasonably satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such Deposited Property at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes) for the account of the Holders otherwise entitled to such Deposited Property upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or practicable to make such Deposited Property available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or (iii) any liability to the purchaser of such Deposited Property.

Section 4.12 AvailableInformation. The Company is subject to the periodic reporting requirements of the Exchange Act and, accordingly, is required to file or furnish certain reports with the Commission. These reports can be retrieved from the Commission’s website (www.sec.gov) and can be inspected and copied at the public reference facilities maintained by the Commission located (as of the date of the Deposit Agreement) at 100 F Street, N.E., Washington D.C. 20549.

Section 4.13 Reports. The Depositary shall make available for inspection by Holders at its Principal Office, as promptly as commercially practicable after receipt thereof, any reports and communications, including any proxy soliciting materials, received from the Company which are both (a) received by the Depositary, the Custodian, or the nominee of either of them as the holder of the Deposited Property and (b) made generally available to the holders of such Deposited Property by the Company. The Depositary shall also provide or make available to Holders copies of such reports when furnished by the Company pursuant to Section 5.6.

Section 4.14 Listof Holders. Promptly upon written request by the Company, the Depositary shall furnish to it a list, as of a recent date, of the names, addresses and holdings of ADSs of all Holders.

Section 4.15 Taxation. The Depositary will, and will instruct the Custodian to, forward to the Company or its agents such information from its records as the Company may reasonably request to enable the Company or its agents to file the necessary tax reports with governmental authorities or agencies. The Depositary, the Custodian or the Company and its agents may file such reports as are necessary to reduce or eliminate applicable taxes on dividends and on other distributions in respect of Deposited Property under applicable tax treaties or laws for the Holders and Beneficial Owners. In accordance with instructions from the Company and to the extent practicable, the Depositary or the Custodian will take reasonable administrative actions to obtain tax refunds, reduced withholding of tax at source on dividends and other benefits under applicable tax treaties or laws with respect to dividends and other distributions on the Deposited Property. As a condition to receiving such benefits, Holders and Beneficial Owners of ADSs may be required from time to time, and in a timely manner, to file such proof of taxpayer status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information or documents, as the Depositary or the Custodian may deem necessary or proper to fulfill the Depositary’s or the Custodian’s obligations under applicable law. The Depositary and the Company shall have no obligation or liability to any person if any Holder or Beneficial Owner fails to provide such information or if such information does not reach the relevant tax authorities in time for any Holder or Beneficial Owner to obtain the benefits of any tax treatment. The Holders and Beneficial Owners shall indemnify the Depositary, the Company, the Custodian and any of their respective directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained.

If the Company (or any of its agents) withholds from any distribution any amount on account of taxes or governmental charges, or pays any other tax in respect of such distribution (e.g., stamp duty tax, capital gains or other similar tax), the Company shall (and shall cause such agent to) remit promptly to the Depositary information about such taxes or governmental charges withheld or paid, and, if so requested, the tax receipt (or other proof of payment to the applicable governmental authority) therefor, in each case, in a form reasonably satisfactory to the Depositary. The Depositary shall, to the extent required by U.S. law, report to Holders any taxes withheld by it or the Custodian, and, if such information is provided to it by the Company, any taxes withheld by the Company. The Depositary and the Custodian shall not be required to provide the Holders with any evidence of the remittance by the Company (or its agents) of any taxes withheld, or of the payment of taxes by the Company, except to the extent the evidence is provided by the Company to the Depositary or the Custodian, as applicable. None of the Company, the Depositary or the Custodian shall be liable for the failure by any Holder or Beneficial Owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or Beneficial Owner’s income tax liability.

The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. Neither the Company nor the Depositary shall incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the ADSs, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a “Passive Foreign Investment Company” (in each case as defined in the U.S. Internal Revenue Code of 1986, as amended, and the regulations issued thereunder) or otherwise.

ARTICLE V

THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY

Section 5.1 Maintenanceof Office and Transfer Books by the Registrar. Until termination of the Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the Deposit Agreement.

The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar’s knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs.

The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8(a).

If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary (whereupon the Depositary shall notify the Company).

Section 5.2 Exoneration. Notwithstanding anything contained in the Deposit Agreement or any ADR, neither the Depositary nor the Company shall be obligated to do or perform any act or thing which is inconsistent with the provisions of the Deposit Agreement or incur any liability (to the extent not limited by Section 7.8(b)) (i) if the Depositary, the Custodian, the Company or their respective agents shall be prevented or forbidden from, hindered or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or other event or circumstance beyond its control (including, without limitation, fire, flood, earthquake, tornado, hurricane, tsunami, explosion, or other natural disaster, nationalization, expropriation, currency restriction, work stoppage, strikes, civil unrest, act of war (whether declared or not) or terrorism, revolution, rebellion, embargo, computer failure, failure of public infrastructure (including communication or utility failure), failure of common carriers, nuclear, cyber or biochemical incident, any pandemic, epidemic or other prevalent disease or illness with an actual or probable threat to human life, any quarantine order or travel restriction imposed by a governmental authority or other competent public health authority, or the failure or unavailability of the United States Federal Reserve Bank (or other central banking system) or DTC (or other clearing system)), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (and any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement.

The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties.

Section 5.3 Standardof Care. The Company and the Depositary assume no obligation and shall not be subject to any liability under the Deposit Agreement or any ADRs to any Holder(s) or Beneficial Owner(s), except that the Company and the Depositary agree to perform their respective obligations specifically set forth in the Deposit Agreement or the applicable ADRs without negligence or bad faith.

Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Property or in respect of the ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required (and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary).

The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast or the effect of any vote, provided that any such action or omission is in good faith and without negligence and in accordance with the terms of the Deposit Agreement. The Depositary shall not incur any liability for any failure to accurately determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring interests in the Deposited Property (or the manner in which such interests are acquired or held), for the validity or worth of the Deposited Property, for the value of any Deposited Property or any distribution thereon, for any interest on Deposited Property, for any financial transaction entered into by any person in respect of the ADSs or any Deposited Property, for any tax consequences that may result from the ownership of, or any transaction involving, ADSs or Deposited Property, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement, for the failure or timeliness of any notice from the Company, for the manner in which a Holder or Beneficial Owner elects to own and/or hold ADSs (e.g., in a brokerage account vs. as registered Holder on the register of ADSs maintained by the Depositary), the type of ADSs a Holder or Beneficial Owner holds or owns (e.g., freely transferable ADSs vs. Restricted ADSs, and/or Full Entitlement ADSs vs. Partial Entitlement ADSs), the timeframe of issuance and ownership of ADSs (e.g., as of an ADS Record Date vs. before and/or after an ADS Record Date), or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary.

The Depositary shall not be liable for any acts or omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection with any matter arising wholly prior to the appointment of the Depositary or after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary.

Section 5.4 Resignationand Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2), or (ii) the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter provided.

The Depositary may at any time be removed by the Company by written notice of such removal, which removal shall be effective on the later of (i) the 90th day after delivery thereof to the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2), or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter provided.

In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its commercially reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, the City of New York. Every successor depositary shall be required by the Company to execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor (other than as contemplated in Sections 5.8 and 5.9). The predecessor depositary, upon payment of all sums due it and on the written request of the Company, shall, (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in Sections 5.8 and 5.9), (ii) duly assign, transfer and deliver all of the Depositary’s right, title and interest to the Deposited Property to such successor, and (iii) deliver to such successor a list of the Holders of all outstanding ADSs and such other information relating to ADSs and Holders thereof as the successor may reasonably request. Any such successor depositary shall promptly provide notice of its appointment to such Holders.

Any entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Section 5.5 The Custodian. The Depositary has initially appointed Citibank, N.A. – Hong Kong as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be authorized to act as custodian in the Cayman Islands and shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Property for which the Custodian acts as custodian and shall be responsible solely to it. If any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Property and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, the Deposited Property held by it, together with all such records maintained by it as Custodian with respect to such Deposited Property as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Property, or discharge the Custodian with respect to any Deposited Property and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Property. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company.

Citibank may at any time act as Custodian of the Deposited Property pursuant to the Deposit Agreement, in which case any reference to Custodian shall mean Citibank solely in its capacity as Custodian pursuant to the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement or any ADR to the contrary, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement.

Upon the appointment of any successor depositary, any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Property without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority to act on the direction of such successor depositary.

Section 5.6 Noticesand Reports. On or before the first date on which the Company gives notice, by publication or otherwise, of any meeting of holders of Shares or other Deposited Securities, or of any adjourned meeting of such holders, or of the taking of any action by such holders other than at a meeting, or of the taking of any action in respect of any cash or other distributions or the offering of any rights in respect of Deposited Securities, the Company shall transmit to the Depositary and the Custodian a copy of the notice thereof in the English language but otherwise in the form given or to be given to holders of Shares or other Deposited Securities. The Company shall also furnish to the Custodian and the Depositary a summary, in English, of any applicable provisions or proposed provisions of the Memorandum and Articles of Association of the Company that may be relevant or pertain to such notice of meeting or be the subject of a vote thereat.

The Company will also transmit to the Depositary, (a) an English language version of the other notices, reports and communications which are made generally available by the Company to holders of its Shares or other Deposited Securities and (b) the English language versions of the Company’s annual and semi-annual reports prepared in accordance with the applicable requirements of the Commission. The Depositary shall arrange, at the request of the Company and at the Company’s expense, to provide copies thereof to all Holders or make such notices, reports and other communications available to all Holders on a basis similar to that for holders of Shares or other Deposited Securities or on such other basis as the Company may advise the Depositary or as may be required by any applicable law, regulation or stock exchange requirement. The Company has delivered to the Depositary and the Custodian a copy of the Company’s Memorandum and Articles of Association along with the provisions of or governing the Shares and any other Deposited Securities issued by the Company in connection with such Shares, and promptly upon any amendment thereto or change therein, the Company shall deliver to the Depositary and the Custodian a copy of such amendment thereto or change therein. The Depositary may rely upon such copy for all purposes of the Deposit Agreement.

The Depositary will, at the expense of the Company, make available a copy of any such notices, reports or communications issued by the Company and delivered to the Depositary for inspection by the Holders of the ADSs at the Depositary’s Principal Office, at the office of the Custodian and at any other designated transfer office.

Section 5.7 Issuanceof Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (i) an issuance, sale or distribution of additional Shares, (ii) an offering of rights to subscribe for Shares or other Deposited Securities, (iii) an issuance or assumption of securities convertible into or exchangeable for Shares, (iv) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (v) an elective dividend of cash or Shares, (vi) a redemption of Deposited Securities, (vii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger or consolidation or transfer of assets, (viii) any assumption, reclassification, recapitalization, reorganization, merger, consolidation or sale of assets which affects the Deposited Securities, or (ix) a distribution of securities other than Shares, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act and the securities laws of the states of the U.S.). In support of the foregoing, the Company will furnish to the Depositary (a) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether such transaction (1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and (b) an opinion of Cayman Islands counsel stating that (1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of the Cayman Islands and (2) all requisite regulatory consents and approvals have been obtained in the Cayman Islands; provided, however, that the Depositary may waive the requirement of such opinion(s) in the event of an issuance of Shares as a bonus or compensation, share split or other similar event. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (i) register such transaction to the extent necessary, (ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (iii) direct the Depositary to take specific measures, in each case as contemplated in the Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (i) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (ii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities or distribute securities other than Shares, unless such transaction and the securities issuable in such transaction do not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act and the securities laws of the states of the U.S.).

Notwithstanding anything else contained in the Deposit Agreement, nothing in the Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Section 5.8 Indemnification. The Depositary agrees to indemnify the Company and its directors, officers, employees, agents and Affiliates against, and hold each of them harmless from, any direct loss, liability, tax, charge or expense of any kind whatsoever (including, but not limited to, the reasonable fees and expenses of counsel) which may arise out of acts performed or omitted by the Depositary under the terms hereof due to the negligence or bad faith of the Depositary.

The Company agrees to indemnify the Depositary, the Custodian and any of their respective directors, officers, employees, agents and Affiliates against, and hold each of them harmless from, any direct loss, liability, tax, charge or expense of any kind whatsoever (including, but not limited to, the reasonable fees and expenses of counsel) that may arise (a) out of, or in connection with, any offer, issuance, sale, resale, transfer, deposit or withdrawal of ADRs, ADSs, the Shares, or other Deposited Securities, as the case may be, (b) out of, or as a result of, any offering documents in respect thereof or (c) out of acts performed or omitted, including, but not limited to, any delivery by the Depositary on behalf of the Company of information regarding the Company, in connection with the Deposit Agreement, any ancillary or supplemental agreement entered into between the Company and the Depositary, the ADRs, the ADSs, the Shares, or any Deposited Property, in any such case (i) by the Depositary, the Custodian or any of their respective directors, officers, employees, agents and Affiliates, except to the extent such loss, liability, tax, charge or expense is due to the negligence or bad faith of any of them, or (ii) by the Company or any of its directors, officers, employees, agents and Affiliates, provided, that, in each of the cases of (a) to (c) herein, the Company shall not indemnify any of the Depositary, the Custodian, or its or their respective directors, officers, employees, agents and Affiliates against (a) any loss, liability, tax, charge or expense is due to the negligence or bad faith of any of them, or (b) any taxes imposed on net income of the Depositary or the Custodian, or (c) any liability or expense arising out of information relating to the Depositary or such Custodian, as the case may be, furnished in writing by the Depositary to the Company expressly for use in any registration statement, proxy statement, prospectus, preliminary prospectus or any other offering documents relating to the ADRs, the ADSs or any Deposited Securities represented by the ADSs.

The obligations set forth in this Section shall survive the termination of the Deposit Agreement and the succession or substitution of any party hereto.

Any person seeking indemnification hereunder (an “indemnified person”) shall notify the person from whom it is seeking indemnification (the “indemnifying person”) of the commencement of any indemnifiable action or claim promptly after such indemnified person becomes aware of such commencement (provided that the failure to make such notification shall not affect such indemnified person’s rights to seek indemnification except to the extent the indemnifying person is materially prejudiced by such failure) and shall consult in good faith with the indemnifying person as to the conduct of the defense of such action or claim that may give rise to an indemnity hereunder, which defense shall be reasonable in the circumstances. No indemnified person shall compromise or settle any action or claim that may give rise to an indemnity hereunder without the consent of the indemnifying person, which consent shall not be unreasonably withheld.

Section 5.9 ADS Feesand Charges. The Company, the Holders, the Beneficial Owners, persons depositing Shares or withdrawing Deposited Securities in connection with the issuance and cancellation of ADSs, and persons receiving ADSs upon issuance or whose ADSs are being cancelled shall be required to pay the Depositary’s fees and related charges (some of which may be cumulative) identified as payable by them respectively in the Fee Schedule attached hereto as Exhibit B. All ADS fees and charges so payable may be deducted from distributions or must be remitted to the Depositary, or its designee, and may, at any time and from time to time, be changed by agreement between the Depositary and the Company, but, in the case of ADS fees and charges payable by Holders and Beneficial Owners, any such change (excluding any changes to the waiver by the Depositary of fees and charges contemplated herein) may be made only in the manner contemplated in Section 6.1. The Depositary shall provide, without charge, a copy of its latest ADS fee schedule to anyone upon request.

ADS fees and charges for (i) the issuance of ADSs and (ii) the cancellation of ADSs will be payable by the person for whom the ADSs are so issued by the Depositary (in the case of ADS issuances) and by the person for whom ADSs are being cancelled (in the case of ADS cancellations). In the case of ADSs issued by the Depositary into DTC or presented to the Depositary via DTC, the ADS issuance and cancellation fees and charges will be payable by the DTC Participant(s) receiving the ADSs from the Depositary or the DTC Participant(s) holding the ADSs being cancelled, as the case may be, on behalf of the Beneficial Owner(s) and will be charged by the DTC Participant(s) to the account(s) of the applicable Beneficial Owner(s) in accordance with the procedures and practices of the DTC Participant(s) as in effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are payable by Holders as of the applicable ADS Record Date established by the Depositary. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, the applicable Holders as of the ADS Record Date established by the Depositary will be invoiced for the amount of the ADS fees and charges and such ADS fees may be deducted from distributions made to Holders. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC, and may be charged to the DTC Participants in accordance with the procedures and practices prescribed by DTC from time to time and the DTC Participants in turn charge the amount of such ADS fees and charges to the Beneficial Owners for whom they hold ADSs. In the case of (i) registration of ADS transfers, the ADS transfer fee will be payable by the ADS Holder whose ADSs are being transferred or by the person to whom the ADSs are transferred, and (ii) conversion of ADSs of one series for ADSs of another series (which may entail the cancellation, issuance and transfer of ADSs and the conversion of ADSs from one series to another series), the applicable ADS issuance, cancellation, transfer and conversion fees will be payable by the Holder whose ADSs are converted or by the person to whom the converted ADSs are delivered.

The Depositary may reimburse the Company for certain expenses incurred by the Company in respect of the ADR program established pursuant to the Deposit Agreement, by making available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as the Company and the Depositary agree from time to time. The Company shall pay to the Depositary such fees and charges, and reimburse the Depositary for such out-of-pocket expenses, as the Depositary and the Company may agree from time to time. Responsibility for payment of such fees, charges and reimbursements may from time to time be changed by agreement between the Company and the Depositary. Any failure by the Company to timely pay any fees, charges and reimbursements of the Depositary for which the Company is responsible pursuant to the Deposit Agreement, or any ancillary agreement between the Depositary and the Company, may suspend the obligation of the Depositary to provide the services contemplated in the Deposit Agreement at the expense of the Company (including services being made available to Holders and Beneficial Owners), and the Depositary shall have no obligation to provide any such services made available at the Company’s expense (including services being made available to Holders and Beneficial Owners) unless and until payment has been made in full by the Company. Unless otherwise agreed, the Depositary shall present its statement for such fees, charges and reimbursements to the Company once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary.

The obligations of the Company, Holders and Beneficial Owners to pay ADS fees, charges and reimbursements shall survive the termination of the Deposit Agreement. As to any Depositary, upon the resignation or removal of such Depositary as described in Section 5.4, the right to collect ADS fees and charges shall extend for those ADS fees and charges incurred prior to the effectiveness of such resignation or removal.

Section 5.10 RestrictedSecurities Owners. The Company agrees to advise in writing each of the persons or entities who, to the knowledge of the Company, holds Restricted Securities that such Restricted Securities are ineligible for deposit hereunder (except under the circumstances contemplated in Section 2.14) and, to the extent practicable, shall require each of such persons to represent in writing that such person will not deposit Restricted Securities hereunder (except under the circumstances contemplated in Section 2.14).

ARTICLE VI

AMENDMENT AND TERMINATION

Section 6.1 Amendment/Supplement. Subject to the terms and conditions of this Section 6.1 and applicable law, the ADRs outstanding at any time, the provisions of the Deposit Agreement and the form of ADR attached hereto and to be issued under the terms hereof may at any time and from time to time be amended or supplemented by written agreement between the Company and the Depositary in any respect which they may deem necessary or desirable without the prior written consent of the Holders or Beneficial Owners. Any amendment or supplement which shall impose or increase any fees or charges (other than charges in connection with foreign exchange control regulations, and taxes and other governmental charges, delivery and other such expenses), or which shall otherwise materially prejudice any substantial existing right of Holders or Beneficial Owners, shall not, however, become effective as to outstanding ADSs until the expiration of thirty (30) days after notice of such amendment or supplement shall have been given to the Holders of outstanding ADSs. Notice of any amendment to the Deposit Agreement or any ADR shall not need to describe in detail the specific amendments effectuated thereby, and failure to describe the specific amendments in any such notice shall not render such notice invalid, provided, however, that, in each such case, the notice given to the Holders identifies a means for Holders and Beneficial Owners to retrieve or receive the text of such amendment (e.g., upon retrieval from the Commission’s, the Depositary’s or the Company’s website or upon request from the Depositary). The parties hereto agree that any amendments or supplements which (i) are reasonably necessary (as agreed by the Company and the Depositary) in order for (a) the ADSs to be registered on Form F-6 under the Securities Act or (b) the ADSs to be settled solely in electronic book-entry form and (ii) do not in either such case impose or increase any fees or charges to be borne by Holders, shall be deemed not to materially prejudice any substantial existing rights of Holders or Beneficial Owners. Every Holder and Beneficial Owner at the time any amendment or supplement so becomes effective shall be deemed, by continuing to hold such ADSs, to consent and agree to such amendment or supplement and to be bound by the Deposit Agreement and the ADR, if applicable, as amended or supplemented thereby. In no event shall any amendment or supplement impair the right of the Holder to surrender such ADS and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law. Notwithstanding the foregoing, if any governmental body should adopt new laws, rules or regulations which would require an amendment of, or supplement to, the Deposit Agreement to ensure compliance therewith, the Company and the Depositary may amend or supplement the Deposit Agreement and any ADRs at any time in accordance with such changed laws, rules or regulations. Such amendment or supplement to the Deposit Agreement and any ADRs in such circumstances may become effective before a notice of such amendment or supplement is given to Holders or within any other period of time as required for compliance with such laws, rules or regulations.

Section 6.2 Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If (i) ninety (90) days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) ninety (90) days shall have expired after the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and, in either case, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. The date so fixed for termination of the Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the “Termination Date”. Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Deposit Agreement, and the Holders and Beneficial Owners will be entitled to all of their rights under the Deposit Agreement.

If any ADSs shall remain outstanding after the Termination Date, the Depositary shall not, after the Termination Date, have any obligation to perform any further acts under the Deposit Agreement, except that the Depositary shall, subject, in each case, to the terms and conditions of the Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, (ii) sell Deposited Property received in respect of Deposited Securities, (iii) deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any other Deposited Property, in exchange for ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement), and (iv) take such actions as may be required under applicable law in connection with its role as Depositary under the Deposit Agreement.

At any time after the Termination Date, the Depositary may sell the Deposited Property then held under the Deposit Agreement and shall after such sale hold un-invested the net proceeds of such sale, together with any other cash then held by it under the Deposit Agreement, in an un-segregated account and without liability for interest, for the pro rata benefit of the Holders whose ADSs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement), and (ii) as may be required at law in connection with the termination of the Deposit Agreement.

Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, with the consent of the Company, and shall, at the instruction of the Company, distribute to all Holders in a mandatory exchange for, and upon a mandatory cancellation of, their ADSs the corresponding Deposited Securities, upon such terms and conditions as the Depositary may deem reasonably practicable and appropriate, subject however, in each case, to receipt by the Depositary of (i) confirmation of satisfaction by the Company of the applicable registration requirements under the Securities Act and the Exchange Act, and (ii) payment of the applicable taxes and the ADS fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary. The mandatory exchange of cancelled ADSs for Deposited Securities may involve the release by the Depositary and/or the Custodian of Deposited Securities to the Company to be held in trust for Holders and Beneficial Owners of the ADSs cancelled. In the event of such mandatory exchange and cancellation of ADSs for Deposited Securities, the Depositary shall give notice thereof to the Holders of ADSs at least thirty (30) calendar days prior the Termination Date, shall require the Holders of ADSs to surrender their ADSs (and, if applicable, the ADRs representing such ADSs) in exchange for the corresponding Deposited Securities, and shall cancel all ADSs (and, if applicable, the ADRs representing such ADSs) received in exchange for the corresponding Deposited Securities. Upon completion such mandatory exchange of the ADSs for Deposited Securities, the ADSs so converted shall be cancelled, the Depositary shall be discharged from all obligations under the Deposit Agreement except (i) to account for such mandatory exchange (e.g., by providing applicable records to the Company), and (ii) as may be required at law in connection with the termination of the Deposit Agreement, and the Company shall holder any Deposited Securities surrendered to it by the Depositary and/or the Custodian in trust for the Holders and Beneficial Owners of the ADSs so cancelled.

After the Termination Date, the Company shall be discharged from all obligations under the Deposit Agreement, except for its obligations to the Depositary under Sections 5.8, 5.9, 6.2 and 7.6 of the Deposit Agreement. The obligations under the terms of the Deposit Agreement of Holders and Beneficial Owners of ADSs outstanding as of the Termination Date shall survive the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement (except as specifically provided in the Deposit Agreement).

ARTICLE VII

MISCELLANEOUS

Section 7.1 Counterparts. The Deposit Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of such counterparts together shall constitute one and the same agreement. Copies of the Deposit Agreement shall be maintained with the Depositary and shall be open to inspection by any Holder during business hours.

Section 7.2 No Third-PartyBeneficiaries/Acknowledgments. The Deposit Agreement is for the exclusive benefit of the parties hereto (and their successors) and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other person, except to the extent specifically set forth in the Deposit Agreement. Nothing in the Deposit Agreement shall be deemed to give rise to a partnership or joint venture among the parties nor establish a fiduciary or similar relationship among the parties. The parties hereto acknowledge and agree that (i) Citibank and its Affiliates may at any time have multiple banking relationships with the Company, the Holders, the Beneficial Owners, and their respective Affiliates, (ii) Citibank and its Affiliates may own and deal in any class of securities of the Company and its Affiliates and in ADSs, and may be engaged at any time in transactions in which parties adverse to the Company, the Holders, the Beneficial Owners or their respective Affiliates may have interests, (iii) the Depositary and its Affiliates may from time to time have in their possession non-public information about the Company, the Holders, the Beneficial Owners, and their respective Affiliates, (iv) nothing contained in the Deposit Agreement shall (a) preclude Citibank or any of its Affiliates from engaging in such transactions or establishing or maintaining such relationships, or (b) obligate Citibank or any of its Affiliates to disclose such information, transactions or relationships, or to account for any profit made or payment received in such transactions or relationships, (v) the Depositary shall not be deemed to have knowledge of any information any other division of Citibank or any of its Affiliates may have about the Company, the Holders, the Beneficial Owners, or any of their respective Affiliates, and (vi) the Company, the Depositary, the Custodian and their respective agents and controlling persons may be subject to the laws and regulations of jurisdictions other than the U.S. and the Cayman Islands, and the authority of courts and regulatory authorities of such other jurisdictions, and, consequently, the requirements and the limitations of such other laws and regulations, and the decisions and orders of such other courts and regulatory authorities, may affect the rights and obligations of the parties to the Deposit Agreement.

Section 7.3 Severability. In case any one or more of the provisions contained in the Deposit Agreement or in the ADRs should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.

Section 7.4 Holdersand Beneficial Owners as Parties; Binding Effect. The Holders and Beneficial Owners from time to time of ADSs issued hereunder shall be parties to the Deposit Agreement and shall be bound by all of the terms and conditions hereof and of any ADR evidencing their ADSs by acceptance thereof or any beneficial interest therein.

Section 7.5 Notices. Any and all notices to be given to the Company shall be deemed to have been duly given if personally delivered or sent by mail, air courier or cable, telex or facsimile transmission, confirmed by letter personally delivered or sent by mail or air courier, addressed to 2F, Building 6, No. 6 Fengxin Road, Yuhuatai District, Nanjing City, Jiangsu Province, 210012, People’s Republic of China, Attention: Mr. Chao Gao or to any other address which the Company may specify in writing to the Depositary.

Any and all notices to be given to the Depositary shall be deemed to have been duly given if personally delivered or sent by mail, air courier or cable, telex or facsimile transmission, confirmed by letter personally delivered or sent by mail or air courier, addressed to Citibank, N.A., 388 Greenwich Street, New York, New York 10013, U.S.A., Attention: Depositary Receipts Department, or to any other address which the Depositary may specify in writing to the Company.

Any and all notices to be given to any Holder shall be deemed to have been duly given (a) if personally delivered or sent by mail or cable, telex or facsimile transmission, confirmed by letter, addressed to such Holder at the address of such Holder as it appears on the books of the Depositary or, if such Holder shall have filed with the Depositary a request that notices intended for such Holder be mailed to some other address, at the address specified in such request, or (b) if a Holder shall have designated such means of notification as an acceptable means of notification under the terms of the Deposit Agreement, by means of electronic messaging addressed for delivery to the e-mail address designated by the Holder for such purpose. Notice to Holders shall be deemed to be notice to Beneficial Owners for all purposes of the Deposit Agreement. Failure to notify a Holder or any defect in the notification to a Holder shall not affect the sufficiency of notification to other Holders or to the Beneficial Owners of ADSs held by such other Holders. Any notices given to DTC under the terms of the Deposit Agreement shall (unless otherwise specified by the Depositary) constitute notice to the DTC Participants who hold the ADSs in their DTC accounts and to the Beneficial Owners of such ADSs.

Delivery of a notice sent by mail, air courier or cable, telex or facsimile transmission shall be deemed to be effective at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a cable, telex or facsimile transmission) is deposited, postage prepaid, in a post-office letter box or delivered to an air courier service, without regard for the actual receipt or time of actual receipt thereof by a Holder. The Depositary or the Company may, however, act upon any cable, telex or facsimile transmission received by it from any Holder, the Custodian, the Depositary, or the Company, notwithstanding that such cable, telex or facsimile transmission shall not be subsequently confirmed by letter.

Delivery of a notice by means of electronic messaging shall be deemed to be effective at the time of the initiation of the transmission by the sender (as shown on the sender’s records), notwithstanding that the intended recipient retrieves the message at a later date, fails to retrieve such message, or fails to receive such notice on account of its failure to maintain the designated e-mail address, its failure to designate a substitute e-mail address or for any other reason.

Section 7.6 GoverningLaw and Jurisdiction. The Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York applicable to contracts made and to be wholly performed in that State. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Cayman Islands (or, if applicable, such other laws as may govern the Deposited Securities).

Except as set forth in the fourth (4^th^) paragraph of this Section 7.6, the Company and the Depositary agree that the federal or state courts in the City of New York shall have exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute between them that may arise out of or in connection with the Deposit Agreement, including without limitation claims under the Securities Act of 1933 arising out of or relating in any way to the Deposit Agreement, and, for such purposes, each irrevocably submits to the exclusive jurisdiction of such courts.

The Company hereby irrevocably designates, appoints and empowers Cogency Global Inc. (the “Agent”) now at 122 East 42^nd^ Street, 18^th^ Floor, New York, NY 10168 as its authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Company in any federal or state court as described in the preceding sentence or in the next paragraph of this Section 7.6. If for any reason the Agent shall cease to be available to act as such, the Company agrees to designate a new agent in New York on the terms and for the purposes of this Section 7.6 reasonably satisfactory to the Depositary. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Company, by service by mail of a copy thereof upon the Agent (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in Section 7.5. The Company agrees that the failure of the Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.

Notwithstanding the foregoing, the Depositary and the Company unconditionally agree that in the event of any suit, action or proceeding against (a) the Company, (b) the Depositary in its capacity as Depositary under the Deposit Agreement, or (c) against both the Company and the Depositary, in any such case, in any state or federal court of the United States, and the Depositary or the Company have any claim, for indemnification or otherwise, against each other arising out of the subject matter of such suit, action or proceeding, then the Company and the Depositary may pursue such claim against each other in the state or federal court in the United States in which such suit, action, or proceeding is pending and, for such purposes, the Company and the Depositary irrevocably submit to the non-exclusive jurisdiction of such courts. The Company agrees that service of process upon the Agent in the manner set forth in the preceding paragraph shall be effective service upon it for any suit, action or proceeding brought against it as described in this paragraph. For the avoidance of doubt, the provisions of this paragraph are for the sole benefit of the Company and the Depositary, and shall not inure to the benefit of any Holder, Beneficial Owner, or any third party.

The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any actions, suits or proceedings brought in any court as provided in this Section 7.6, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, and agrees not to plead or claim, any right of immunity from legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, from execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, and consents to such relief and enforcement against it, its assets and its revenues in any jurisdiction, in each case with respect to any matter arising out of, or in connection with, the Deposit Agreement, any ADR or the Deposited Property.

Holders and Beneficial Owners understand and each irrevocably agrees that, by holding an ADS or an interest therein, any suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, may only be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction, of such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or interests therein.

EACH OF THE PARTIES TOTHE DEPOSIT AGREEMENT (INCLUDING, WITHOUT LIMITATION, EACH HOLDER AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTEDBY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF,OR RELATING TO, THE DEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAWOR OTHERWISE).

The provisions of this Section 7.6 shall survive any termination of the Deposit Agreement, in whole or in part.

Section 7.7 Assignment. Subject to the provisions of Section 5.4, the Deposit Agreement may not be assigned by either the Company or the Depositary.

Section 7.8 Compliancewith, and No Disclaimer under, U.S. Securities Laws.

**(a)**Notwithstanding anything in the Deposit Agreement to the contrary, the withdrawal or delivery of Deposited Securities will not be suspended by the Company or the Depositary except as would be permitted by Instruction I.A.(1) of the General Instructions to Form F-6 Registration Statement, as amended from time to time, under the Securities Act.

**(b)**Each of the parties to the Deposit Agreement (including, without limitation, each Holder and Beneficial Owner) acknowledges and agrees that no provision of the Deposit Agreement or any ADR shall, or shall be deemed to, disclaim any liability under the Securities Act or the Exchange Act, in each case to the extent established under applicable U.S. laws.

Section 7.9 CaymanIslands Law References. Any summary of the laws and regulations of the Cayman Islands and of the terms of the Company’s Memorandum and Articles of Association set forth in the Deposit Agreement have been provided by the Company solely for the convenience of Holders, Beneficial Owners and the Depositary. While such summaries are believed by the Company to be accurate as of the date of the Deposit Agreement, (i) they are summaries and as such may not include all aspects of the materials summarized applicable to a Holder or Beneficial Owner, and (ii) these laws and regulations and the Company’s Memorandum and Articles of Association may change after the date of the Deposit Agreement. Neither the Depositary nor the Company has any obligation under the terms of the Deposit Agreement to update any such summaries.

Section 7.10 Titlesand References.

(a) DepositAgreement. All references in the Deposit Agreement to exhibits, articles, sections, subsections, and other subdivisions refer to the exhibits, articles, sections, subsections and other subdivisions of the Deposit Agreement unless expressly provided otherwise. The words “the Deposit Agreement”, “herein”, “hereof”, “hereby”, “hereunder”, and words of similar import refer to the Deposit Agreement as a whole as in effect at the relevant time between the Company, the Depositary and the Holders and Beneficial Owners of ADSs and not to any particular subdivision unless expressly so limited. Pronouns in masculine, feminine and neuter gender shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa unless the context otherwise requires. Titles to sections of the Deposit Agreement are included for convenience only and shall be disregarded in construing the language contained in the Deposit Agreement. References to “applicable laws and regulations” shall refer to laws and regulations applicable to the Company, the Depositary, the Custodian, their agents and controlling persons, ADRs, ADSs or Deposited Property as in effect at the relevant time of determination, unless otherwise required by law or regulation.

(b) ADRs. All references in any ADR(s) to paragraphs, exhibits, articles, sections, subsections, and other subdivisions refer to the paragraphs, exhibits, articles, sections, subsections and other subdivisions of the ADR(s) in question unless expressly provided otherwise. The words “the Receipt”, “the ADR”, “herein”, “hereof”, “hereby”, “hereunder”, and words of similar import used in any ADR refer to the ADR as a whole and as in effect at the relevant time, and not to any particular subdivision unless expressly so limited. Pronouns in masculine, feminine and neuter gender in any ADR shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa unless the context otherwise requires. Titles to paragraphs of any ADR are included for convenience only and shall be disregarded in construing the language contained in the ADR. References to “applicable laws and regulations” shall refer to laws and regulations applicable to the Company, the Depositary, the Custodian, their agents and controlling persons, the ADRs, the ADSs and the Deposited Property as in effect at the relevant time of determination, unless otherwise required by law or regulation.

[Signature page on following page]

IN WITNESS WHEREOF, SCAGE FUTURE and CITIBANK, N.A. have duly executed the Deposit Agreement as of the day and year first above set forth and all Holders and Beneficial Owners shall become parties hereto upon acceptance by them of ADSs issued in accordance with the terms hereof, or upon acquisition of any beneficial interest therein.

SCAGE FUTURE
By:	/s/ Chao Gao
	Name:	Chao Gao
	Title:	Chairman and Chief Executive Officer

CITIBANK, N.A.
By:	/s/ Leslie DeLuca
	Name:	Leslie DeLuca
	Title:	Attorney-in-fact

[Signature page to Deposit Agreement]

EXHIBIT A

[FORM OF ADR]

Number: _____________________	CUSIP NUMBER:	________________________
American Depositary Shares (each American Depositary Share representing the right to<br> receive one fully paid ordinary share)
---

AMERICAN DEPOSITARY RECEIPT

for

AMERICAN DEPOSITARY SHARES

representing

DEPOSITED ORDINARY SHARES

SCAGE FUTURE

(Incorporated under the laws of the Cayman Islands)

CITIBANK, N.A., a national banking association organized and existing under the laws of the United States of America, as depositary (the “Depositary”), hereby certifies that _____________is the owner of ______________ American Depositary Shares (hereinafter “ADS”) representing deposited ordinary shares, including evidence of rights to receive such ordinary shares (the “Shares”), of Scage Future, an exempted company under the laws of the Cayman Islands (the “Company”). As of the date of issuance of this ADR, each ADS represents the right to receive one (1) Share deposited under the Deposit Agreement (as hereinafter defined) with the Custodian, which at the date of issuance of this ADR is Citibank, N.A. – Hong Kong (the “Custodian”). The ADS(s)-to-Share(s) ratio is subject to amendment as provided in Articles IV and VI of the Deposit Agreement. The Depositary’s Principal Office is located at 388 Greenwich Street, New York, New York 10013, U.S.A.

(1) TheDeposit Agreement. This American Depositary Receipt is one of an issue of American Depositary Receipts (“ADRs”), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of June 27, 2025 (as amended and supplemented from time to time, the “Deposit Agreement”), by and among the Company, the Depositary, and all Holders and Beneficial Owners from time to time of ADSs issued thereunder. The Deposit Agreement sets forth the rights and obligations of Holders and Beneficial Owners of ADSs and the rights and duties of the Depositary in respect of the Shares deposited thereunder and any and all other Deposited Property (as defined in the Deposit Agreement) from time to time received and held on deposit in respect of the ADSs. Copies of the Deposit Agreement are on file at the Principal Office of the Depositary and with the Custodian. Each Holder and each Beneficial Owner, upon acceptance of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the Deposit Agreement, shall be deemed for all purposes to (a) be a party to and bound by the terms of the Deposit Agreement and the applicable ADR(s), and (b) appoint the Depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in the Deposit Agreement and the applicable ADR(s), to adopt any and all procedures necessary to comply with applicable law and to take such action as the Depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of the Deposit Agreement and the applicable ADR(s), the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof. The manner in which a Beneficial Owner holds ADSs (e.g., in a brokerage account vs. as registered holder) may affect the rights and obligations of, the manner in which, and the extent to which, services are made available to, Beneficial Owners pursuant to the terms of the Deposit Agreement.

A-1

The statements made on the face and reverse of this ADR are summaries of certain provisions of the Deposit Agreement and the Memorandum and Articles of Association of the Company (as in effect on the date of the signing of the Deposit Agreement) and are qualified by and subject to the detailed provisions of the Deposit Agreement and the Memorandum and Articles of Association, to which reference is hereby made.

All capitalized terms not defined herein shall have the meanings ascribed thereto in the Deposit Agreement.

The Depositary makes no representation or warranty as to the validity or worth of the Deposited Property. The Depositary has made arrangements for the acceptance of the ADSs into DTC. Each Beneficial Owner of ADSs held through DTC must rely on the procedures of DTC and the DTC Participants to exercise and be entitled to any rights attributable to such ADSs. The Depositary may issue Uncertificated ADSs subject, however, to the terms and conditions of Section 2.13 of the Deposit Agreement.

(2) Surrender ofADSs and Withdrawal of Deposited Securities. The Holder of this ADR (and of the ADSs evidenced hereby) shall be entitled to Delivery (at the Custodian’s designated office) of the Deposited Securities at the time represented by the ADSs evidenced hereby upon satisfaction of each of the following conditions: (i) the Holder (or a duly-authorized attorney of the Holder) has duly Delivered ADSs to the Depositary at its Principal Office the ADSs evidenced hereby (and, if applicable, this ADR evidencing such ADSs) for the purpose of withdrawal of the Deposited Securities represented thereby, (ii) if applicable and so required by the Depositary, this ADR Delivered to the Depositary for such purpose has been properly endorsed in blank or is accompanied by proper instruments of transfer in blank (including signature guarantees in accordance with standard securities industry practice), (iii) if so required by the Depositary, the Holder of the ADSs has executed and delivered to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be Delivered to or upon the written order of the person(s) designated in such order, and (iv) all applicable ADS fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 of, and Exhibit B to, the Deposit Agreement) have been paid, subject, however, in each case, to the terms and conditions of this ADR evidencing the surrendered ADSs, of the Deposit Agreement, of the Company’s Memorandum and Articles of Association and of any applicable laws and the rules of the applicable book-entry settlement entity, and to any provisions of or governing the Deposited Securities, in each case as in effect at the time thereof.

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Upon satisfaction of each of the conditions specified above, the Depositary shall as promptly as commercially practicable (i) cancel the ADSs Delivered to it (and, if applicable, this ADR(s) evidencing the ADSs so Delivered), (ii) direct the Registrar to record the cancellation of the ADSs so Delivered on the books maintained for such purpose, and (iii) direct the Custodian to Deliver, or cause the Delivery of, in each case, without unreasonable delay, the Deposited Securities represented by the ADSs so canceled together with any certificate or other document of title for the Deposited Securities, or evidence of the electronic transfer thereof (if available), as the case may be, to or upon the written order of the person(s) designated in the order delivered to the Depositary for such purpose, subject however, ineach case, to the terms and conditions of the Deposit Agreement, of this ADR evidencing the ADS so canceled, of the Memorandum and Articles of Association of the Company, of any applicable laws and of the rules of the applicable book-entry settlement entity, and to the terms and conditions of or governing the Deposited Securities, in each case as in effect at the time thereof.

Upon receipt of satisfactory instructions from ADS Holders and payment of applicable taxes and the ADS fees and charges of the Depositary for the issuance, cancellation, and conversion of ADSs (as set forth in Section 5.9 and Exhibit B to the Deposit Agreement and in this ADR), the Depositary shall also, subject to the applicable terms and conditions of, and contemplated in, the Deposit Agreement and applicable law, cancel ADSs in connection with the conversion of ADSs of one series for ADSs of another series (e.g., in connection with the conversion of Restricted ADSs into freely transferable ADSs and the conversion of Partial Entitlement ADSs into Full Entitlement ADSs), in which case, (i) the number of ADSs of one series so cancelled shall equal the number of ADSs issued of the corresponding series, and (ii) the Depositary shall to the extent applicable direct the Custodian to transfer the corresponding Shares from and into the applicable custody accounts maintained for the applicable ADS series.

Notwithstanding anything else contained in this ADR or the Deposit Agreement, the Depositary may make delivery at the Principal Office of the Depositary of Deposited Property consisting of (i) any cash dividends or cash distributions, or (ii) any proceeds from the sale of any non-cash distributions, which are at the time held by the Depositary in respect of the Deposited Securities represented by the ADSs surrendered for cancellation and withdrawal. At the request, risk and expense of any Holder so surrendering ADSs represented by this ADR, and for the account of such Holder, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any Deposited Property (other than Deposited Securities) held by the Custodian in respect of such ADSs to the Depositary for delivery at the Principal Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by cable, telex or facsimile transmission.

A-3

(3) Transfer,Combination and Split-up of ADRs. The Registrar shall as promptly as commercially practicable register the transfer of this ADR (and of the ADSs represented hereby) on the books maintained for such purpose and the Depositary shall as promptly as commercially practicable (x) cancel this ADR and execute new ADRs evidencing the same aggregate number of ADSs as those evidenced by this ADR canceled by the Depositary, (y) cause the Registrar to countersign such new ADRs, and (z) Deliver such new ADRs to or upon the order of the person entitled thereto, if each of the following conditions has been satisfied: (i) this ADR has been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a transfer thereof, (ii) this surrendered ADR has been properly endorsed or is accompanied by proper instruments of transfer (including signature guarantees in accordance with standard securities industry practice), (iii) this surrendered ADR has been duly stamped (if required by the laws of the State of New York or of the United States), and (iv) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 of, and Exhibit B to, the Deposit Agreement) have been paid, subject, however, in each case, to the terms and conditions of this ADR, of the Deposit Agreement and of applicable law, in each case as in effect at the time thereof.

The Registrar shall as promptly as commercially practicable register the split-up or combination of this ADR (and of the ADSs represented hereby) on the books maintained for such purpose and the Depositary shall as promptly as commercially practicable (x) cancel this ADR and execute new ADRs for the number of ADSs requested, but in the aggregate not exceeding the number of ADSs evidenced by this ADR canceled by the Depositary, (y) cause the Registrar to countersign such new ADRs, and (z) Deliver such new ADRs to or upon the order of the Holder thereof, if each of the following conditions has been satisfied: (i) this ADR has been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a split-up or combination hereof, and (ii) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 of, and Exhibit B to, the Deposit Agreement) have been paid, subject, however, in each case, to the terms and conditions of this ADR, of the Deposit Agreement and of applicable law, in each case as in effect at the time thereof.

A-4

(4) Pre-Conditions to Registration, Transfer, etc. As a condition precedent to the execution and Delivery, the registration of issuance, transfer, split-up, combination or surrender, of any ADS, the delivery of any distribution thereon, or the withdrawal of any Deposited Property, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of ADSs or of this ADR of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in Section 5.9 and Exhibit B to the Deposit Agreement and in this ADR, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated by Section 3.1 of the Deposit Agreement, and (iii) compliance with (A) any laws or governmental regulations relating to the execution and Delivery of this ADR or ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations as the Depositary and the Company may establish consistent with the provisions of this ADR, if applicable, the Deposit Agreement and applicable law.

The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused, or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfer of ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Share Registrar are closed or if any such action is deemed necessary or advisable by the Depositary (whereupon the Depositary shall use reasonable efforts to notify the Company in writing) or the Company, in good faith, at any time or from time to time because of any requirement of law or regulation, any government or governmental body or commission or any securities exchange on which the ADSs or Shares are listed, or under any provision of the Deposit Agreement or this ADR, if applicable, or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, in all cases to Section 7.8 of the Deposit Agreement and paragraph (25) of this ADR. Notwithstanding any provision of the Deposit Agreement or this ADR to the contrary, Holders are entitled to surrender outstanding ADSs to withdraw the Deposited Securities associated therewith at any time subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares in connection with voting at a shareholders’ meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs or to the withdrawal of the Deposited Securities, and (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time).

(5) ComplianceWith Information Requests. Notwithstanding any other provision of the Deposit Agreement or this ADR, each Holder and Beneficial Owner of the ADSs represented hereby agrees to comply with requests from the Company pursuant to applicable law, the rules and requirements of any stock exchange on which the Shares or ADSs are, or will be, registered, traded or listed, or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and the Shares represented by such ADSs, as the case may be) and regarding the identity of any other person(s) interested in such ADSs (and the Shares represented by such ADSs, as the case may be) and the nature of such interest and various other matters, whether or not they are Holders and/or Beneficial Owners at the time of such request.

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(6) Ownership Restrictions. Notwithstanding any other provision contained in this ADR or of the Deposit Agreement to the contrary, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Memorandum and Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Memorandum and Articles of Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described herein or in Section 3.5 of the Deposit Agreement.

(7) ReportingObligations and Regulatory Approvals. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

(8) Liabilityfor Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any Deposited Property, ADSs or this ADR shall be payable by the Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of such Deposited Property and apply such distributions and sale proceeds in payment of, any taxes (including applicable interest and penalties) or charges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.8 of the Deposit Agreement) the withdrawal of Deposited Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from (i) any ADS held by such Holder and/or owned by such Beneficial Owner, (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial Owner in respect of the ADSs and/or the Deposited Property represented thereby. Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners under Section 3.2 shall survive any transfer of ADSs, any cancellation of ADSs and withdrawal of Deposited Securities, and the termination of the Deposit Agreement.

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(9) Representationsand Warranties on Deposit of Shares. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

(10) Proofs,Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Property, compliance with applicable laws, the terms of the Deposit Agreement or this ADR evidencing the ADSs and the provisions of, or governing, the Deposited Property, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Share Registrar) as the Depositary or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement and this ADR. The Depositary and the Registrar, as applicable, may, and at the written request of the Company, to the extent practicable, shall, withhold the execution or delivery or registration of transfer of any ADR or ADS or the distribution or sale of any dividend or distribution of rights or of the proceeds thereof or, to the extent not limited by paragraph (25) and Section 7.8 of the Deposit Agreement, the delivery of any Deposited Property until such proof or other information is filed or such certifications are executed, or such representations and warranties are made or such other documentation or information are provided, in each case to the Depositary’s, the Registrar’s and the Company’s satisfaction.

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(11) ADS Fees andCharges. The following ADS fees (some of which may be cumulative) are payable under the terms of the Deposit Agreement:

(i)	ADS Issuance Fee: by any person for whom ADSs are issued (e.g., an issuance upon a deposit of Shares,<br>upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason), excluding issuances as a result of distributions described in<br>paragraph (iv) below, a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) issued under the terms of the Deposit Agreement;
(ii)	ADS Cancellation Fee: by any person for whom ADSs are being cancelled (e.g., a cancellation of<br>ADSs for Delivery of deposited shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason), a fee not in excess of<br>U.S. $5.00 per 100 ADSs (or fraction thereof) cancelled;
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(iii)	Cash Distribution Fee: by any Holder of ADSs, a fee not in excess of U.S. $5.00 per 100 ADSs (or<br>fraction thereof) held for the distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements);
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(iv)	Stock Distribution /Rights Exercise Fee: by any Holder of ADS(s), a fee not in excess of U.S. $5.00<br>per 100 ADSs (or fraction thereof) held for the distribution of ADSs pursuant to (a) stock dividends or other free stock distributions,<br>or (b) an exercise of rights to purchase additional ADSs;
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(v)	Other Distribution Fee: by any Holder of ADS(s), a fee not in excess of U.S. $5.00 per 100 ADSs<br>(or fraction thereof) held for the distribution of financial instruments, including, without limitation, securities, other than ADSs or<br>rights to purchase additional ADSs (e.g., spin-off shares and contingent value rights);
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(vi)	Depositary Services Fee: by any Holder of ADS(s), a fee not in excess of U.S. $5.00 per 100 ADSs<br>(or fraction thereof) held on the applicable record date(s) established by the Depositary;
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(vii)	Registration of ADS Transfer Fee: by any Holder of ADS(s) being transferred or by any person to<br>whom ADSs are transferred, a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) transferred; and
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(viii)	ADS Conversion Fee: by any Holder of ADS(s) being converted or by any person to whom the converted<br>ADSs are delivered, a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) converted from one ADS series to another ADS<br>series (e.g., upon conversion of Partial Entitlement ADSs for Full Entitlement ADSs, or upon conversion of Restricted ADSs into freely<br>transferrable ADSs, and vice versa).
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The Company, Holders, Beneficial Owners, persons depositing Shares or withdrawing Deposited Securities in connection with ADS issuances and cancellations, and persons for whom ADSs are issued or cancelled shall be responsible for the following ADS charges (some of which may be cumulative) under the terms of the Deposit Agreement:

(a)	taxes (including applicable interest and penalties) and other governmental charges;
(b)	such registration fees as may from time to time be in effect for the registration of Shares or other Deposited<br>Securities on the share register and applicable to transfers of Shares or other Deposited Securities to or from the name of the Custodian,<br>the Depositary or any nominees upon the making of deposits and withdrawals, respectively;
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(c)	such SWIFT cable, telex and facsimile transmission and delivery expenses as are expressly provided in<br>the Deposit Agreement to be at the expense of (x) the person depositing Shares or withdrawing Deposited Property or (y) the Holders and<br>Beneficial Owners of ADSs;
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(d)	in connection with the conversion of Foreign Currency, the fees, expenses, spreads, taxes and other charges<br>of the Depositary and/or conversion service providers (which may be a division, branch or Affiliate of the Depositary). Such fees, expenses,<br>spreads, taxes and other charges shall be deducted from the Foreign Currency;
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(e)	any reasonable and customary out-of-pocket expenses incurred in such conversion and/or on behalf of the<br>Holders and Beneficial Owners in complying with currency exchange control or other governmental requirements;
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(f)	the fees, charges, costs and expenses incurred by the Depositary, the Custodian, or any nominee in connection<br>with the ADR program; and
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(g)	the amounts payable to the Depositary by any party to the Deposit Agreement pursuant to any ancillary<br>agreement to the Deposit Agreement in respect of the ADR program, the ADSs and the ADRs.
---	---

All ADS fees and charges may, at any time and from time to time, be changed by agreement between the Depositary and Company but, in the case of ADS fees and charges payable by Holders and Beneficial Owners, only in the manner contemplated by paragraph (23) of this ADR and as contemplated in Section 6.1 of the Deposit Agreement. The Depositary shall provide, without charge, a copy of its latest ADS fee schedule to anyone upon request.

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ADS fees and charges for (i) the issuance of ADSs and (ii) the cancellation of ADSs will be payable by the person for whom the ADSs are so issued by the Depositary (in the case of ADS issuances) and by the person for whom ADSs are being cancelled (in the case of ADS cancellations). In the case of ADSs issued by the Depositary into DTC or presented to the Depositary via DTC, the ADS issuance and cancellation fees and charges will be payable by the DTC Participant(s) receiving the ADSs from the Depositary or the DTC Participant(s) holding the ADSs being cancelled, as the case may be, on behalf of the Beneficial Owner(s) and will be charged by the DTC Participant(s) to the account(s) of the applicable Beneficial Owner(s) in accordance with the procedures and practices of the DTC Participant(s) as in effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are payable by Holders as of the applicable ADS Record Date established by the Depositary. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, the applicable Holders as of the ADS Record Date established by the Depositary will be invoiced for the amount of the ADS fees and charges and such ADS fees may be deducted from distributions made to Holders. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC and may be charged to the DTC Participants in accordance with the procedures and practices prescribed by DTC from time to time and the DTC Participants in turn charge the amount of such ADS fees and charges to the Beneficial Owners for whom they hold ADSs. In the case of (i) registration of ADS transfers, the ADS transfer fee will be payable by the ADS Holder whose ADSs are being transferred or by the person to whom the ADSs are transferred, and (ii) conversion of ADSs of one series for ADSs of another series (which may entail the cancellation, issuance and transfer of ADSs and the conversion of ADSs from one series to another series), the applicable ADS issuance, cancellation, transfer and conversion fees will be payable by the Holder whose ADSs are converted or by the person to whom the converted ADSs are delivered.

The obligations of Holders and Beneficial Owners to pay ADS fees and charges shall survive the termination of the Deposit Agreement. As to any Depositary, upon the resignation or removal of such Depositary as described in Section 5.4 of the Deposit Agreement, the right to collect ADS fees and charges shall extend for those ADS fees and charges incurred prior to the effectiveness of such resignation or removal.

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(12) Titleto ADRs. Subject to the limitations contained in the Deposit Agreement and in this ADR, it is a condition of this ADR, and every successive Holder of this ADR by accepting or holding the same consents and agrees, that title to this ADR (and to each Certificated ADS evidenced hereby) shall be transferable upon the same terms as a certificated security under the laws of the State of New York, provided that, in the case of Certificated ADSs, this ADR has been properly endorsed or is accompanied by proper instruments of transfer. Notwithstanding any notice to the contrary, the Depositary and the Company may deem and treat the Holder of this ADR (that is, the person in whose name this ADR is registered on the books of the Depositary) as the absolute owner thereof for all purposes. Neither the Depositary nor the Company shall have any obligation nor be subject to any liability under the Deposit Agreement or this ADR to any holder of this ADR or any Beneficial Owner unless, in the case of a holder of ADSs, such holder is the Holder of this ADR registered on the books of the Depositary or, in the case of a Beneficial Owner, such Beneficial Owner, or the Beneficial Owner’s representative, is the Holder registered on the books of the Depositary.

(13) Validityof ADR. The Holder(s) of this ADR (and the ADSs represented hereby) shall not be entitled to any benefits under the Deposit Agreement or be valid or enforceable for any purpose against the Depositary or the Company unless this ADR has been (i) dated, (ii) signed by the manual or facsimile signature of a duly-authorized signatory of the Depositary, (iii) countersigned by the manual or facsimile signature of a duly-authorized signatory of the Registrar, and (iv) registered in the books maintained by the Registrar for the registration of issuances and transfers of ADRs. An ADR bearing the facsimile signature of a duly-authorized signatory of the Depositary or the Registrar, who at the time of signature was a duly authorized signatory of the Depositary or the Registrar, as the case may be, shall bind the Depositary, notwithstanding the fact that such signatory has ceased to be so authorized prior to the delivery of such ADR by the Depositary.

(14) AvailableInformation; Reports; Inspection of Transfer Books. The Company is subject to the periodic reporting requirements of the Exchange Act and, accordingly, is required to file or furnish certain reports with the Commission. These reports can be retrieved from the Commission’s website (www.sec.gov) and can be inspected and copied at the public reference facilities maintained by the Commission located (as of the date of the Deposit Agreement) at 100 F Street, N.E., Washington D.C. 20549. The Depositary shall make available for inspection by Holders at its Principal Office, as promptly as commercially practicable after receipt thereof, any reports and communications, including any proxy soliciting materials, received from the Company which are both (a) received by the Depositary, the Custodian, or the nominee of either of them as the holder of the Deposited Property and (b) made generally available to the holders of such Deposited Property by the Company.

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Dated:

CITIBANK, N.A.,<br><br>Transfer Agent and Registrar	CITIBANK, N.A.,<br><br>as Depositary
By:		By:
---	---	---	---
	Authorized Signatory		Authorized Signatory

The address of the Principal Office of the Depositary is 388 Greenwich Street, New York, New York 10013, U.S.A.

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[FORM OF REVERSE OF ADR]

SUMMARY OF CERTAIN ADDITIONAL PROVISIONS

OF THE DEPOSIT AGREEMENT

(15) Dividendsand Distributions in Cash, Shares, etc. (a) Cash Distributions: Upon the timely receipt by the Depositary of a notice from the Company that it intends to make a distribution of a cash dividend or other cash distribution, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement. Upon confirmation of receipt of (x) any cash dividend or other cash distribution on any Deposited Securities, or (y) proceeds from the sale of any Deposited Property held in respect of the ADSs under the terms of the Deposit Agreement, the Depositary will (i) if any amounts are received in a Foreign Currency, promptly convert or cause to be converted such cash dividend, distribution or proceeds into Dollars (subject to the terms and conditions described in Section 4.8 of the Deposit Agreement), (ii) if applicable and unless previously established, establish the ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement, and (iii) distribute promptly the amount thus received (net of (a) the applicable fees and charges described in the Fee Schedule attached as Exhibit B to the Deposit Agreement and (b) applicable taxes withheld) to the Holders entitled thereto as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributed shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to Holders of ADSs outstanding at the time of the next distribution. If the Company, the Custodian or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities, or from any cash proceeds from the sales of Deposited Property, an amount on account of taxes, duties or other governmental charges, the amount distributed to Holders on the ADSs shall be reduced accordingly. Such withheld amounts shall be forwarded by the Company, the Custodian or the Depositary to the relevant governmental authority. Evidence of payment thereof by the Company shall be forwarded by the Company to the Depositary upon request. The Depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable Holders and Beneficial Owners of ADSs until the distribution can be effected or the funds that the Depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.1 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.1 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

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(b) Share Distributions: Upon the timely receipt by the Depositary of a notice from the Company that it intends to make a distribution that consists of a dividend in, or free distribution of Shares, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, the Depositary shall either (i) subject to Section 5.9 of the Deposit Agreement, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary, and (b) taxes). In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 of the Deposit Agreement.

In the event that the Depositary determines that any distribution in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if the Company in the fulfillment of its obligations under Section 5.7 of the Deposit Agreement, has furnished an opinion of U.S. counsel determining that Shares must be registered under the Securities Act or other laws in order to be distributed to Holders (and no such registration statement has been declared effective), the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) taxes and (b) fees and charges of, and the expenses incurred by, the Depositary) to Holders entitled thereto upon the terms of Section 4.1 of the Deposit Agreement. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.2 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.2 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

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(c) Elective Distributionsin Cash or Shares: Upon the timely receipt of a notice indicating that the Company wishes an elective distribution in cash or Shares to be made available to Holders of ADSs upon the terms described in the Deposit Agreement, the Company and the Depositary shall determine in accordance with the Deposit Agreement whether such distribution is lawful and reasonably practicable. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution be made available to Holders, (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement. If the above conditions are satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish the ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be made as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit Agreement and, to the extent permitted by law, distribute to Holders, on the basis of the same determination as is made in the Cayman Islands in respect of the Shares for which no election is made, either (x) cash or (y) additional ADSs representing such additional Shares, in each case, upon the terms described in the Deposit Agreement. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to the Holder hereof a method to receive the elective distribution in Shares (rather than ADSs). There can be no assurance that the Holder hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

(d) Distribution ofRights to Purchase Additional ADSs: Upon the timely receipt by the Depositary of a notice indicating that the Company wishes rights to subscribe for additional Shares to be made available to Holders of ADSs, the Depositary upon consultation with the Company, shall determine, whether it is lawful and reasonably practicable to make such rights available to the Holders. The Depositary shall make such rights available to any Holders only if (i) the Company shall have timely requested that such rights be made available to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution of rights is reasonably practicable. If such conditions are not satisfied or if the Company requests that the rights not be made available to Holders of ADSs, the Depositary shall sell the rights as described below. In the event all conditions set forth above are satisfied, the Depositary shall establish the ADS Record Date (upon the terms described in Section 4.9 of the Deposit Agreement) and establish procedures to (x) distribute rights to purchase additional ADSs (by means of warrants or otherwise), (y) enable the Holders to exercise such rights (upon payment of the subscription price and of the applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes), and (z) deliver ADSs upon the valid exercise of such rights. Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to the Holders a method to exercise rights to subscribe for Shares (rather than ADSs). If (i) the Company does not timely request the Depositary to make the rights available to Holders or requests that the rights not be made available to Holders, (ii) the Depositary fails to receive satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement or determines it is not reasonably practicable to make the rights available to Holders, or (iii) any rights made available are not exercised and appear to be about to lapse, the Depositary shall determine whether it is lawful and reasonably practicable to sell such rights, in a riskless principal capacity, at such place and upon such terms (including public and private sale) as it may deem practicable. The Depositary shall, upon such sale, convert and distribute proceeds of such sale (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) upon the terms hereof and of Section 4.1 of the Deposit Agreement. If the Depositary is unable to make any rights available to Holders upon the terms described in Section 4.4(a) of the Deposit Agreement or to arrange for the sale of the rights upon the terms described in Section 4.4(b) of the Deposit Agreement, the Depositary shall allow such rights to lapse. The Depositary shall not be liable for (i) any failure to accurately determine whether it may be lawful or practicable to make such rights available to Holders in general or any Holders in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or exercise, or (iii) the content of any materials forwarded to the Holders on behalf of the Company in connection with the rights distribution.

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Notwithstanding anything herein or in the Deposit Agreement to the contrary, if registration (under the Securities Act or any other applicable law) of the rights or the securities to which any rights relate may be required in order for the Company to offer such rights or such securities to Holders and to sell the securities represented by such rights, the Depositary will not distribute such rights to the Holders (i) unless and until a registration statement under the Securities Act (or other applicable law) covering such offering is in effect or (ii) unless the Company furnishes the Depositary opinion(s) of counsel for the Company in the United States and counsel to the Company in any other applicable country in which rights would be distributed, in each case satisfactory to the Depositary, to the effect that the offering and sale of such securities to Holders and Beneficial Owners are exempt from, or do not require registration under, the provisions of the Securities Act or any other applicable laws. In the event that the Company, the Depositary or the Custodian shall be required to withhold and does withhold from any distribution of Deposited Property (including rights) an amount on account of taxes or other governmental charges, the amount distributed to the Holders of ADSs shall be reduced accordingly. In the event that the Depositary determines that any distribution of Deposited Property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such Deposited Property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable to pay any such taxes or charges.

There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive or exercise rights on the same terms and conditions as the holders of Shares or be able to exercise such rights. Nothing herein or in the Deposit Agreement shall obligate the Company to file any registration statement in respect of any rights or Shares or other securities to be acquired upon the exercise of such rights.

(e) Distributions otherthan Cash, Shares or Rights to Purchase Shares: Upon receipt of a notice indicating that the Company wishes property other than cash, Shares or rights to purchase additional Shares to be made to Holders of ADSs, the Depositary shall determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation contemplated in the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution is reasonably practicable. Upon satisfaction of such conditions, the Depositary shall distribute the property so received to the Holders of record, as of the ADS Record Date, in proportion to the number of ADSs held by them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary, and (ii) net of any taxes withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) or other governmental charges applicable to the distribution.

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If the conditions above are not satisfied, the Depositary shall sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem practicable and shall (i) cause the proceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) to the Holders as of the ADS Record Date upon the terms hereof and of the Deposit Agreement. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances.

Neither the Depositary nor the Company shall be responsible for (i) any failure to determine whether it is lawful or practicable to make the property described in Section 4.5 of the Deposit Agreement available to Holders in general or any Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.

(16) Redemption. Upon timely receipt of notice from the Company that it intends to exercise its right of redemption in respect of any of the Deposited Securities, and satisfactory documentation, and upon determining that such proposed redemption is practicable, the Depositary shall (to the extent practicable) provide to each Holder a notice setting forth the Company’s intention to exercise the redemption rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which redemption rights are being exercised against payment of the applicable redemption price. Upon receipt of confirmation from the Custodian that the redemption has taken place and that funds representing the redemption price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and the expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel ADRs, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2 of the Deposit Agreement. If less than all outstanding Deposited Securities are redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption price per ADS shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the redemption of the Deposited Securities represented by ADSs (subject to the terms of Section 4.8 of the Deposit Agreement and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed redemption provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.7 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.7 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

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(17) Fixingof ADS Record Date. Whenever the Depositary shall receive notice of the fixing of a record date by the Company for the determination of holders of Deposited Securities entitled to receive any distribution (whether in cash, Shares, rights or other distribution), or whenever for any reason the Depositary causes a change in the number of Shares that are represented by each ADS, or whenever the Depositary shall receive notice of any meeting of, or solicitation of consents or proxies of, holders of Shares or other Deposited Securities, or whenever the Depositary shall find it necessary or convenient in connection with the giving of any notice, solicitation of any consent or any other matter, the Depositary shall fix the record date (the “ADS Record Date”) for the determination of the Holders of ADS(s) who shall be entitled to receive such distribution, to give instructions for the exercise of voting rights at any such meeting, to give or withhold such consent, to receive such notice or solicitation or to otherwise take action, or to exercise the rights of Holders with respect to such changed number of Shares represented by each ADS. Subject to applicable law, the terms and conditions of this ADR and Sections 4.1 through 4.8 of the Deposit Agreement, only the Holders of ADSs at the close of business in New York on such ADS Record Date shall be entitled to receive such distribution, to give such voting instructions, to receive such notice or solicitation, or otherwise take action.

(18) Votingof Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting), at the Company’s expense and provided no U.S. legal prohibitions exist, distribute as soon as practicable after receipt thereof to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Memorandum and Articles of Association of the Company and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs, and (c) a brief statement as to the manner and timing in which such voting instructions may be given or deemed to have been given in accordance with Section 4.10 of the Deposit Agreement if, prior to the deadline for such purposes, (i) no voting instructions are received, in which case such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company in accordance with the terms and subject to the conditions set forth in Section 4.10 of the Deposit Agreement, or (ii) the voting instructions received from a Holder fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to timely request that the Depositary distribute the information as provided for in Section 4.10 of the Deposit Agreement, the Depositary agrees, following receipt of notice of the applicable meeting or solicitation of consents or proxies and, if the Depositary requests, reasonable and prompt consultation between the Company and the Depositary, to use commercially reasonable efforts to perform the actions contemplated in Section 4.10 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.10 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, if required, as provided herein.

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(19) ChangesAffecting Deposited Securities. Upon any change in nominal or par value, split-up, cancellation, consolidation or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger, consolidation or sale of assets affecting the Company or to which it is a party, any property which shall be received by the Depositary or the Custodian in exchange for, or in conversion of, or replacement of, or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Property under the Deposit Agreement, and this ADR shall, subject to the provisions of the Deposit Agreement, this ADR evidencing such ADSs and applicable law, represent the right to receive such additional or replacement Deposited Property. In giving effect to such change, split-up, cancellation, consolidation or other reclassification of Deposited Securities, recapitalization, reorganization, merger, consolidation or sale of assets, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary, and (b) applicable taxes) and receipt of an opinion of counsel to the Company reasonably satisfactory to the Depositary that such actions are not in violation of any applicable laws or regulations, (i) issue and deliver additional ADSs as in the case of a stock dividend on the Shares, (ii) amend the Deposit Agreement and the applicable ADRs, (iii) amend the applicable Registration Statement(s) on Form F-6 as filed with the Commission in respect of the ADSs, (iv) call for the surrender of outstanding ADRs to be exchanged for new ADRs, and (v) take such other actions as are appropriate to reflect the transaction with respect to the ADSs. Notwithstanding the foregoing, in the event that any Deposited Property so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an opinion of Company’s counsel reasonably satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such Deposited Property at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes) for the account of the Holders otherwise entitled to such Deposited Property upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 of the Deposit Agreement. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or practicable to make such Deposited Property available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or (iii) any liability to the purchaser of such Deposited Property.

(20) Exoneration. Notwithstanding anything contained in the Deposit Agreement or any ADR, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Custodian, the Company or their respective agents shall be prevented or forbidden from, hindered or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law or regulation of the United States, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, fire, flood, earthquake, tornado, hurricane, tsunami, explosion, or other natural disaster, nationalization, expropriation, currency restriction, work stoppage, strikes, civil unrest, act of war (whether declared or not) or terrorism, revolution, rebellion, embargo, computer failure, failure of public infrastructure (including communication or utility failure), failure of common carriers, nuclear, cyber or biochemical incident, any pandemic, epidemic or other prevalent disease or illness with an actual or probable threat to human life, any quarantine order or travel restriction imposed by a governmental authority or other competent public health authority, or the failure or unavailability of the United States Federal Reserve Bank (or other central banking system) or DTC (or other clearing system)), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.

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(21) Standardof Care. The Company and the Depositary assume no obligation and shall not be subject to any liability under the Deposit Agreement or this ADR to any Holder(s) or Beneficial Owner(s), except that the Company and the Depositary agree to perform their respective obligations specifically set forth in the Deposit Agreement or this ADR without negligence or bad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Property or in respect of the ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required (and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary).

The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast or the effect of any vote, provided that any such action or omission is in good faith and without negligence and in accordance with the terms of the Deposit Agreement. The Depositary shall not incur any liability for any failure to accurately determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring interests in the Deposited Property (or the manner in which such interests are acquired or held), for the validity or worth of the Deposited Property, for the value of any Deposited Property or any distribution thereon, for any interest on Deposited Property, for any financial transaction entered into by any person in respect of the ADSs or any Deposited Property, for any tax consequences that may result from the ownership of, or any transaction involving, ADSs or Deposited Property, for the credit worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement, for the failure or timeliness of any notice from the Company, for the manner in which a Holder or Beneficial Owner elects to own and/or hold ADSs (e.g., in a brokerage account vs. as registered Holder on the register of ADSs maintained by the Depositary), the type of ADSs a Holder or Beneficial Owner holds or owns (e.g., freely transferable ADSs vs. Restricted ADSs, and/or Full Entitlement ADSs vs. Partial Entitlement ADSs), the timeframe of issuance and ownership of ADSs (e.g., as of an ADS Record Date vs. before and/or after an ADS Record Date), or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant.

The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary.

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(22) Resignationand Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 of the Deposit Agreement), or (ii) the appointment by the Company of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal, which removal shall be effective on the later of (i) the 90^th^ day after delivery thereof to the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 of the Deposit Agreement), or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its commercially reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, the City of New York. Every successor depositary shall be required by the Company to execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor (other than as contemplated in Sections 5.8 and 5.9 of the Deposit Agreement). The predecessor depositary, upon payment of all sums due it and on the written request of the Company shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in Sections 5.8 and 5.9 of the Deposit Agreement), (ii) duly assign, transfer and deliver all of the Depositary’s right, title and interest to the Deposited Property to such successor, and (iii) deliver to such successor a list of the Holders of all outstanding ADSs and such other information relating to ADSs and Holders thereof as the successor may reasonably request. Any such successor depositary shall promptly provide notice of its appointment to such Holders. Any entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

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(23) Amendment/Supplement. Subject to the terms and conditions of this paragraph 23, and Section 6.1 of the Deposit Agreement and applicable law, this ADR and any provisions of the Deposit Agreement may at any time and from time to time be amended or supplemented by written agreement between the Company and the Depositary in any respect which they may deem necessary or desirable without the prior written consent of the Holders or Beneficial Owners. Any amendment or supplement which shall impose or increase any fees or charges (other than charges in connection with foreign exchange control regulations, and taxes and other governmental charges, delivery and other such expenses), or which shall otherwise materially prejudice any substantial existing right of Holders or Beneficial Owners, shall not, however, become effective as to outstanding ADSs until the expiration of thirty (30) days after notice of such amendment or supplement shall have been given to the Holders of outstanding ADSs. Notice of any amendment to the Deposit Agreement or any ADR shall not need to describe in detail the specific amendments effectuated thereby, and failure to describe the specific amendments in any such notice shall not render such notice invalid, provided, however, that, in each such case, the notice given to the Holders identifies a means for Holders and Beneficial Owners to retrieve or receive the text of such amendment (e.g., upon retrieval from the Commission’s, the Depositary’s or the Company’s website or upon request from the Depositary). The parties hereto agree that any amendments or supplements which (i) are reasonably necessary (as agreed by the Company and the Depositary) in order for (a) the ADSs to be registered on Form F-6 under the Securities Act or (b) the ADSs to be settled solely in electronic book-entry form and (ii) do not in either such case impose or increase any fees or charges to be borne by Holders, shall be deemed not to materially prejudice any substantial existing rights of Holders or Beneficial Owners. Every Holder and Beneficial Owner at the time any amendment or supplement so becomes effective shall be deemed, by continuing to hold such ADSs, to consent and agree to such amendment or supplement and to be bound by the Deposit Agreement and this ADR, if applicable, as amended or supplemented thereby. In no event shall any amendment or supplement impair the right of the Holder to surrender such ADS and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law. Notwithstanding the foregoing, if any governmental body should adopt new laws, rules or regulations which would require an amendment of, or supplement to, the Deposit Agreement to ensure compliance therewith, the Company and the Depositary may amend or supplement the Deposit Agreement and this ADR at any time in accordance with such changed laws, rules or regulations. Such amendment or supplement to the Deposit Agreement and this ADR in such circumstances may become effective before a notice of such amendment or supplement is given to Holders or within any other period of time as required for compliance with such laws, rules or regulations.

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(24) Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If (i) ninety (90) days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) ninety (90) days shall have expired after the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and, in either case, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. The date so fixed for termination of the Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the “Termination Date”. Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Deposit Agreement, and the Holders and Beneficial Owners will be entitled to all of their rights under the Deposit Agreement. If any ADSs shall remain outstanding after the Termination Date, the Registrar and the Depositary shall not, after the Termination Date, have any obligation to perform any further acts under the Deposit Agreement, except that the Depositary shall, subject, in each case, to the terms and conditions of the Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, (ii) sell Deposited Property received in respect of Deposited Securities, (iii) deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any other Deposited Property, in exchange for ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement), and (iv) take such actions as may be required under applicable law in connection with its role as Depositary under the Deposit Agreement. At any time after the Termination Date, the Depositary may sell the Deposited Property then held under the Deposit Agreement and shall after such sale hold un-invested the net proceeds of such sale, together with any other cash then held by it under the Deposit Agreement, in an un-segregated account and without liability for interest, for the pro rata benefit of the Holders whose ADSs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement), and (ii) as may be required at law in connection with the termination of the Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the Deposit Agreement, except for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Deposit Agreement. The obligations under the terms of the Deposit Agreement of Holders and Beneficial Owners of ADSs outstanding as of the Termination Date shall survive the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement (except as specifically provided in the Deposit Agreement).

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(25) Compliancewith, and No Disclaimer under, U.S. Securities Laws. (a) Notwithstanding any provisions in this ADR or the Deposit Agreement to the contrary, the withdrawal or delivery of Deposited Securities will not be suspended by the Company or the Depositary except as would be permitted by Instruction I.A.(1) of the General Instructions to the Form F-6 Registration Statement, as amended from time to time, under the Securities Act.

(b) Each of the parties to the Deposit Agreement (including, without limitation, each Holder and Beneficial Owner) acknowledges and agrees that no provision of the Deposit Agreement or any ADR shall, or shall be deemed to, disclaim any liability under the Securities Act or the Exchange Act, in each case to the extent established under applicable U.S. laws.

(26) NoThird Party Beneficiaries/Acknowledgements. The Deposit Agreement is for the exclusive benefit of the parties hereto (and their successors) and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other person, except to the extent specifically set forth in the Deposit Agreement. Nothing in the Deposit Agreement shall be deemed to give rise to a partnership or joint venture among the parties nor establish a fiduciary or similar relationship among the parties. The parties hereto acknowledge and agree that (i) Citibank and its Affiliates may at any time have multiple banking relationships with the Company, the Holders, the Beneficial Owners, and their respective Affiliates, (ii) Citibank and its Affiliates may own and deal in any class of securities of the Company and its Affiliates and in ADSs, and may be engaged at any time in transactions in which parties adverse to the Company, the Holders, the Beneficial Owners or their respective Affiliates may have interests, (iii) the Depositary and its Affiliates may from time to time have in their possession non-public information about the Company, the Holders, the Beneficial Owners, and their respective Affiliates, (iv) nothing contained in the Deposit Agreement shall (a) preclude Citibank or any of its Affiliates from engaging in such transactions or establishing or maintaining such relationships, or (b) obligate Citibank or any of its Affiliates to disclose such information, transactions or relationships, or to account for any profit made or payment received in such transactions or relationships, (v) the Depositary shall not be deemed to have knowledge of any information any other division of Citibank or any of its Affiliates may have about the Company, the Holders, the Beneficial Owners, or any of their respective Affiliates, and (vi) the Company, the Depositary, the Custodian and their respective agents and controlling persons may be subject to the laws and regulations of jurisdictions other than the U.S. and the Cayman Islands, and the authority of courts and regulatory authorities of such other jurisdictions, and, consequently, the requirements and the limitations of such other laws and regulations, and the decisions and orders of such other courts and regulatory authorities, may affect the rights and obligations of the parties to the Deposit Agreement.

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(27) GoverningLaw / Waiver of Jury Trial. The Deposit Agreement, the ADRs and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York applicable to contracts made and to be wholly performed in that State. Notwithstanding anything contained in the Deposit Agreement to the contrary, any ADR or any present or future provisions of the laws of the State of New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of the Cayman Islands (or, if applicable, such other laws as may govern the Deposited Securities).

Holders and Beneficial Owners understand and each irrevocably agrees that, by holding an ADS or an interest therein, any suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, ADSs, ADRs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, may only be instituted in a state or federal court in the City of New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in, and irrevocably submits to the exclusive jurisdiction of, such courts in any such suit, action or proceeding. Holders and Beneficial Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of ADSs or interests therein.

EACH OF THE PARTIES TO THE DEPOSIT AGREEMENT(INCLUDING, WITHOUT LIMITATION, EACH HOLDER AND BENEFICIAL OWNER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY ARISING OUT OF, OR RELATING TO, THEDEPOSIT AGREEMENT, ANY ADR AND ANY TRANSACTIONS CONTEMPLATED THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR OTHERWISE).

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(ASSIGNMENT AND TRANSFER SIGNATURE LINES)

FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADR and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADR on the books of the Depositary with full power of substitution in the premises.

Dated:	Name:
		By:
		Title:
	NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever.
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	If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the person executing the endorsement must give his/her full title in such capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be forwarded with this ADR.
SIGNATURE GUARANTEED
	All endorsements or assignments of ADRs must be guaranteed by a member of a Medallion Signature Program approved by the Securities Transfer Association, Inc.

Legends

[The ADRs issued in respect of Partial Entitlement American Depositary Shares shall bear the following legend on the face of the ADR: “This ADR evidences ADSs representing ‘partial entitlement’ Shares of the Company and as such do not entitle the holders thereof to the same per-share entitlement as other Shares (which are ‘full entitlement’ Shares) issued and outstanding at such time. The ADSs represented by this ADR shall entitle holders to distributions and entitlements identical to other ADSs when the Shares represented by such ADSs become ‘full entitlement’ Shares.”]

A-27

EXHIBIT B

FEE SCHEDULE

ADS FEES AND RELATED CHARGES

All capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Deposit Agreement. Except as otherwise specified herein, any reference to ADSs herein includes Partial Entitlement ADSs, Full Entitlement ADSs, Certificated ADSs, Uncertificated ADSs, and Restricted ADSs.

I. ADS Fees

The following ADS fees (some of which may be cumulative) are payable under the terms of the Deposit Agreement:

Service	Rate	By Whom Paid
(1)<br> Issuance of ADSs (e.g., an issuance upon a deposit of Shares, upon a change in the ADS(s)-to-Share(s) ratio, ADS conversions, or for<br> any other reason), excluding issuances as a result of distributions described in paragraph (4) below.	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) issued.	Person for whom ADSs are issued.
(2)<br> Cancellation of ADSs (e.g., a cancellation of ADSs for Delivery of deposited Shares, upon a change in the ADS(s)-to-Share(s) ratio,<br> ADS conversions, upon termination of the Deposit Agreement, or for any other reason).	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) cancelled.	Person for whom ADSs are being cancelled.
(3)<br> Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements).	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held.	Person to whom the distribution is made.
(4)<br> Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) an exercise of rights to<br> purchase additional ADSs.	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held.	Person to whom the distribution is made.

B-1

(5)<br> Distribution of financial instruments, including, without limitation, securities, other than ADSs or rights to purchase additional<br> ADSs (e.g., spin-off shares and contingent value rights).	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held.	Person to whom the distribution is made.
(6)<br> ADS Services.	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held on the applicable record date(s) established by the Depositary.	Person holding ADSs on the applicable record date(s) established by the Depositary.
(7)<br> Registration of ADS Transfers (e.g., upon a registration of the transfer of registered ownership of ADSs, upon a transfer of ADSs<br> into DTC and vice versa, or for any other reason).	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) transferred.	Person for whom or to whom ADSs are transferred.
(8)<br> Conversion of ADSs of one series for ADSs of another series (e.g., upon conversion of Partial Entitlement ADSs for Full<br> Entitlement ADSs, or upon conversion of Restricted ADSs into freely transferable ADSs, and vice versa) or conversion of ADSs<br> for unsponsored American Depositary Shares (e.g., upon termination of the Deposit Agreement).	Up to U.S. $5.00 per 100 ADSs (or fraction thereof) converted.	Person for whom ADSs are converted or to whom the converted ADSs are delivered.
II.	Charges
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(i)	taxes (including applicable interest and penalties) and other governmental charges;
(ii)	such registration fees as may from time to time be in effect for the registration of Shares or other Deposited<br>Securities on the share register and applicable to transfers of Shares or other Deposited Securities to or from the name of the Custodian,<br>the Depositary or any nominees upon the making of deposits and withdrawals, respectively;
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(iii)	such SWIFT cable, telex and facsimile transmission and delivery expenses as are expressly provided in<br>the Deposit Agreement to be at the expense of (x) the person depositing Shares or withdrawing Deposited Property or (y) the Holders and<br>Beneficial Owners of ADSs;
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(iv)	in connection with the conversion of Foreign Currency, the fees, expenses, spreads, taxes and other charges<br>of the Depositary and/or conversion service providers (which may be a division, branch or Affiliate of the Depositary). Such fees, expenses,<br>spreads, taxes and other charges shall be deducted from the Foreign Currency;
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(v)	any reasonable and customary out-of-pocket expenses incurred in such conversion and/or on behalf of the<br>Holders and Beneficial Owners in complying with currency exchange control or other governmental requirements;
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(vi)	the fees, charges, costs and expenses incurred by the Depositary, the Custodian, or any nominee in connection<br>with the ADR program; and
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(vii)	the amounts payable to the Depositary by any party to the Deposit Agreement pursuant to any ancillary<br>agreement to the Deposit Agreement in respect of the ADR program, the ADSs and the ADRs.
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The above fees and charges may at any time and from time to time be changed by agreement between the Company and the Depositary and may be assessed cumulatively based on cumulative functions of services rendered.

B-2

Exhibit 4.10

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

THIS AMENDMENT TO REGISTRATIONRIGHTS AGREEMENT (this “Amendment”) is made and entered into as of June 27, 2025, and shall be effective as of the Effective Time, by and among (i) Scage Future, an exempted company incorporated with limited liability in the Cayman Islands, (“Pubco”), (ii) Finnovate Acquisition Corp., an exempted company incorporated with limited liability in the Cayman Islands, (“Purchaser”), (iii) Finnovate Sponsor L.P., a Delaware limited partnership (the “Sponsor”), (iv) EarlyBirdCapital, Inc. (the “Representative”) and (v) the other parties listed on the signature pages hereto (together with the Representative and the Sponsor, being referred to herein as a “Holder” and collectively as the “Holders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement (as defined below) (and if such term is not defined in the Registration Rights Agreement, then in the Business Combination Agreement (as defined below)).

RECITALS

WHEREAS, Purchaser and the Holders are parties to that certain Registration Rights Agreement, dated as of November 8, 2021 (the “Original Agreement” and, as amended by this Amendment, the “Registration Rights Agreement”), pursuant to which Purchaser granted certain registration rights to the Holders with respect to Purchaser’s securities;

WHEREAS, on August 21, 2023, (i) Purchaser, (ii) Pubco, (iii) Hero 1, a Cayman Islands exempted company and a wholly-owned subsidiary of the Company (“FirstMerger Sub”), (iv) Hero 2, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of the Company (the “Second Merger Sub”), and (v) Scage International Limited, an exempted company incorporated with limited liability in the Cayman Islands (“Target”), entered into that certain Business Combination Agreement (as amended on June 18, 2024, October 31, 2024 and April 2, 2025 and as may be further amended from time to time in accordance with the terms thereof, the “Business Combination Agreement”);

WHEREAS, pursuant to the Business Combination Agreement, subject to the terms and conditions thereof, among other matters: (i) on the Closing Date, First Merger Sub will merge with and into Target (the “First Merger”), with Target surviving the First Merger as a wholly-owned subsidiary of Pubco and the outstanding securities of Target being converted into the right to receive Pubco securities; (ii) on the Closing Date and immediately following the First Merger, and as part of the same overall transaction as the First Merger, Second Merger Sub will merge with and into the Purchaser (the “Second Merger”, and together with the First Merger, the “Mergers”), with the Purchaser surviving the Second Merger as a wholly-owned subsidiary of Pubco and the outstanding securities of the Purchaser being converted into the right to receive securities of Pubco; and, in connection therewith, (iii) each outstanding warrant of the Purchaser shall be assumed by Pubco and become a warrant to purchase the same number of ordinary shares of Pubco at the same exercise price during the same exercise period and otherwise on the same terms as the warrants of the Purchaser being assumed all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the provisions of applicable law;

WHEREAS, prior to the consummation of the transactions contemplated by the Business Combination Agreement, Pubco and certain of the Sellers have or will enter into a Registration Rights Agreement (as amended from time to time in accordance with the terms thereof, the “Seller RegistrationRights Agreement”) for Pubco to grant the Sellers certain registration rights with respect to certain of the Sellers’ “Registrable Securities” as defined therein (the “Seller Securities”);

WHEREAS, the parties hereto desire to amend the Original Agreement to add Pubco as a party to the Registration Rights Agreement and to revise the terms thereof in order to reflect the transactions contemplated by the Business Combination Agreement, including the issuance of the Pubco Ordinary Shares and assumption of the Purchaser Warrants thereunder and the Seller Registration Rights Agreements; and

WHEREAS, pursuant to Section 5.5 of the Original Agreement, the Original Agreement can be amended with the written consent of Purchaser and the holders of at least a majority in interest of the Registrable Securities at the time in question.

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Addition of Pubco as a Party to the Registration Rights Agreement. The parties hereby agree to add Pubco as a party to the Registration Rights Agreement. The parties further agree that, from and after the Effective Time, all of the rights and obligations of Purchaser under the Registration Rights Agreement shall be, and hereby are, assigned and delegated to and assumed by Pubco as if it were the original “Company” party thereto. Pubco hereby assumes and agrees, from and after the Effective Time, to pay, perform, satisfy, and discharge in full, as the same become due, all of Purchaser’s liabilities and obligations under the Registration Rights Agreement (as amended hereby) arising from and after the Effective Time with the same force and effect as if Pubco were initially a party to the Registration Rights Agreement. By executing this Amendment, Pubco hereby agrees to be bound by and subject to all of the terms and conditions of the Registration Rights Agreement, including from and after the Effective Time as if it were the original “Company” party thereto.

2. Amendments to Registration Rights Agreement. The Parties hereby agree to the following amendments to the Registration Rights Agreement:

(a) The defined terms in this Amendment, including in the preamble and recitals hereto, and the definitions incorporated by reference from the Business Combination Agreement, are hereby added to the Registration Rights Agreement as if they were set forth therein.

(b) The parties hereby agree that the term “Registrable Security” shall include any Pubco Ordinary Shares issued by Pubco to the Holders under the Business Combination Agreement in the Second Merger for its Registrable Securities of Purchaser, and any Purchaser Private Warrants assumed by Pubco in connection therewith and any Pubco Ordinary Shares issuable upon exercise or conversion of such Pubco Private Warrants and any other securities of Pubco or any successor entity issued to the Holders in consideration of (including as share sub-divisions, share dividends, consolidations, capitalizations, re-designations and the like) or in exchange for any of such securities. The parties also agree that any reference in the Registration Rights Agreement to “Ordinary Shares” will instead refer to Pubco Ordinary Shares, and any other securities of Pubco or any successor entity issued in consideration of (including as a stock split, dividend or distribution) or in exchange for any of such securities.

“2.1.1 Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, (a) at any time and from time to time commencing three months prior to the end of the Founder Shares Lock-up Period, the holders of the majority of the Founder Shares, or (b) on or after the date the Company consummates the initial Business Combination, the holders of a majority of the representative shares, private warrants and warrants issued to the Sponsor, the Company’s officers, directors or their affiliates in payment of working capital loans made to the Company, may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall (i) file a Registration Statement in respect of all Registrable Securities requested by the Sponsor and Requesting Holder(s) pursuant such Demand Registration, not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, and (ii) shall effect the registration thereof as soon as reasonably practicable thereafter. Under no circumstances shall the Company be obligated to effect more than an aggregate of two (2) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“FormS-1”) has become effective.”

(d) Section 2.1.4 of the Registration Rights Agreement is hereby amended and restated in the entirety as follows:

“2.1.4 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Sponsor and the Requesting Holders and the Seller Securities for the account of any Persons who have exercised demand registration rights pursuant to the Seller Registration Rights Agreement during the period under which the Demand Registration hereunder is ongoing (all pro rata in accordance with the number of securities that each applicable Person has requested be included in such registration, regardless of the number of securities held by each such Person, as long as they do not request to include more securities than they own (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other equity securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Holders as to which registration has been requested pursuant to Section 2.2 and the Seller Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the Seller Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities. In the event that Company securities that are convertible into Ordinary Shares are included in the offering, the calculations under this Section 2.1.4 shall include such Company securities on an as-converted basis.”

(e) Section 2.2.2 of the Registration Rights Agreement is hereby amended and restated in the entirety as follows:

“2.2.2. Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Ordinary Shares that the Company desires to sell, taken together with the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual registration rights held by any other shareholders who desire to sell, exceeds the Maximum Number of Securities, then:

(a) If the registration is undertaken for the Company’s account: (i) first, the Ordinary Shares or other equity securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of the Holders of Registrable Securities as to which registration has been requested pursuant to this Section 2.2 and the Seller Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Seller Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities for the account of other Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;

(b) If the registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to Section 2.1: (i) first, the Ordinary Shares or other securities for the account of the Demanding Holders and the Seller Securities for the account of any Persons who have exercised demand registration rights pursuant to the Seller Registration Rights Agreement during the period under which the Demand Registration hereunder is ongoing, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Holders as to which registration has been requested pursuant to this Section 2.2 and the Seller Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Seller Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other equity securities for the account of other Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;

(c) If the registration is a “demand” registration undertaken at the demand of holders of Seller Securities under the Seller Registration Rights Agreement: (i) first, the Seller Securities for the account of the demanding holders and the Registrable Securities for the account of Demanding Holders who have exercised demand registration rights pursuant to Section 2.1 during the period under which the demand registration under the Seller Registration Rights Agreement is ongoing, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Holders as to which registration has been requested pursuant to this Section 2.2 and the Seller Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Seller Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other equity securities for the account of other Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities; and

(d) If the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under Section 2.1 or the holders of Seller Securities exercising demand registration rights under the Seller Registration Rights Agreement: (i) first, the Ordinary Shares or other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Holders as to which registration has been requested pursuant to this Section 2.2 and the Seller Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Seller Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other equity securities for the account of other Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities.

In the event that Company securities that are convertible into Ordinary Shares are included in the offering, the calculations under this Section 2.2.2 shall include such Company securities on an as-converted basis. Notwithstanding anything to the contrary above, to the extent that the registration of a Holder’s Registrable Securities would prevent the Company or the demanding shareholders from effecting such registration and offering, such Holder shall not be permitted to exercise Piggy-Back Registration rights with respect to such registration and offering. ”

(f) Section 2.2.3 of the Registration Rights Agreement is hereby amended and restated in the entirety as follows:

“2.2.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to at least two (2) business days before the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.”

(g) Section 2.3 of the Registration Rights Agreement is hereby amended and restated in the entirety as follows:

“2.3 Registrations on Form S-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form S-3 or any similar short-form registration statement that may be available at such time (“FormS-3”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twenty (20) days (or ninety (90) calendar days if the Company is required to include therein additional financial information that is not previously included in a filing with the Commission) after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a Form S-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $1,000,000.”

(h) Section 3.1.8 of the Registration Rights Agreement is hereby amended and restated in the entirety as follows:

“3.1.8 at least three (3) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus furnish a copy thereof to each seller of such Registrable Securities or its counsel;”

(i) Section 3.4 of the Registration Rights Agreement is hereby amended by adding the following as the last sentence: “Notwithstanding the foregoing, the Company may delay or suspend continued use of a Registration Statement or Prospectus in respect of a Registration or Underwritten Offering in order to file and make effective a post-effective amendment to such Registration Statement in connection with filing of the Company’s Annual Report on Form 20-F, and such suspension shall not be subject to the provisions of this Section 3.4.”

(j) Section 3.6 of the Registration Rights Agreement is hereby amended by deleting: “and seven (7)”

(k) Section 4.1 of the Registration Rights Agreement is hereby amended by deleting: “The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.”

(a) Section 5.1 of the Registration Rights Agreement is hereby amended to delete the address for Company for notices under the Registration Rights Agreement and instead add the following address for notices to Pubco under the Registration Rights Agreement: “Scage Future, 2F, Building 6, No. 6 Fengxin Road, Yuhuatai District, Nanjing City, Jiangsu Province, China, Attn: An Jimin” as the “Company” party thereunder.

3. Acknowledgement of Seller Registration Rights Agreement. The parties hereby acknowledge and agree that, notwithstanding Section 5.6 of the Registration Rights Agreement, in connection with the Business Combination Agreement, Pubco has entered into the Seller Registration Rights Agreement with respect to the Seller Securities, and consent to the foregoing.

4. Effectiveness. This Amendment shall become effective upon the Effective Time. In the event that the Business Combination Agreement is terminated in accordance with its terms prior to the Effective Time, this Amendment and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

5. Miscellaneous. Except as expressly provided in this Amendment, all of the terms and provisions in the Original Agreement are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Original Agreement, or any other right, remedy, power or privilege of any party thereto, except as expressly set forth herein. Any reference to the Registration Rights Agreement in the Original Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Registration Rights Agreement, as the case may be, as amended by this Amendment (or as the Registration Rights Agreement may be further amended or modified in accordance with the terms thereof and hereof). The terms of this Amendment shall be governed by, enforced and construed and interpreted in a manner consistent with the provisions of the Original Agreement, including without limitation Sections 5.4 thereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, each party hereto has signed or has caused to be signed by its officer thereunto duly authorized this First Amendment to Registration Rights Agreement as of the date first above written.

Pubco:
SCAGE FUTURE
By:	/s/ Chao Gao
Name:	Chao Gao
Title:	Chairman and Chief Executive Officer
Sponsor:
FINNOVATE SPONSOR L.P.
Through its General Partner, Sunorange Limited
By:	/s/ Wang (Tommy) Chiu Wong
Name:	Wang (Tommy) Chiu Wong
Title:	Director
Purchaser:
FINNOVATE ACQUISITION CORP.
By:	/s/ Calvin Kung
Name:	Calvin Kung
Title:	Chief Executive Officer

{Signature Page to First Amendment to RegistrationRights Agreement}

EARLYBIRDCAPITAL, INC.
By:	/s/ Steven Levine
Name:	Steven Levine
Title:	CEO
By:	/s/ Steven Levin
Name:	Steven Levin
By:	/s/ David Nussbaum
Name:	David Nussbaum
By:	/s/ Gregory Stoupnitzky
Name:	Gregory Stoupnitzky
By:	/s/ Nadav Zohar
Name:	Nadav Zohar
By:	/s/ Mitch Garber
Name:	Mitch Garber
By:	/s/ Gustavo Schwed
Name:	Gustavo Schwed

{Signature Page to First Amendment to RegistrationRights Agreement}

Exhibit4.11

SELLER REGISTRATION RIGHTSAGREEMENT

THIS SELLER REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of June 27, 2025 by and among (i) Scage Future, a Cayman Islands exempted company (including any successor entity thereto, “Pubco”), and (ii) the undersigned parties listed as “Holders” on the signature pages hereto (each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).

WHEREAS, on August 21, 2023, (i) Finnovate Acquisition Corp., a Cayman Islands exempted company, (“Purchaser”), (ii) Pubco, (iii) Hero 1, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“First Merger Sub”), (iv) Hero 2, a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Second Merger Sub”), and (v) Scage International Limited, a Cayman Islands exempted company (the “Company”), entered into that certain Business Combination Agreement (as may be further amended from time to time in accordance with the terms thereof, the “BusinessCombination Agreement”);

WHEREAS, pursuant to the Business Combination Agreement, subject to the terms and conditions thereof, among other matters: (i) on the Closing Date, First Merger Sub will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a wholly-owned subsidiary of Pubco and with the outstanding securities of the Company being converted into the right to receive shares of Pubco; (ii) on the Closing Date and immediately following the First Merger, and as part of the same overall transaction as the First Merger, Second Merger Sub will merge with and into the Purchaser (the “Second Merger”, and together with the First Merger, the “Mergers”), with the Purchaser surviving the Second Merger as a wholly-owned subsidiary of Pubco and with the outstanding securities of the Purchaser being converted into the right to receive substantially equivalent securities of Pubco (in the form of Pubco ADSs, except for certain restricted securities), subject to the terms and conditions set forth in the Business Combination Agreement and in accordance with the provisions of applicable law;

WHEREAS, in connection with the execution of the Business Combination Agreement, each of the Holders entered into a lock-up agreement with Pubco (each, as amended from time to time in accordance with the terms thereof, a “Lock-Up Agreement”), pursuant to which each Holder agreed not to transfer its Pubco securities for a certain period of time after the Closing as stated in the Lock-Up Agreement; and

WHEREAS, the parties desire to enter into this Agreement to provide the Holders with certain rights relating to the registration of the Pubco ADSs and Pubco Ordinary Shares received by the Holders under the Business Combination Agreement (and Pubco ADSs delivered to the Holders upon exchange after the Closing for any of the foregoing Pubco Ordinary Shares).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS. The following capitalized terms used herein have the following meanings:

“Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

“Business CombinationAgreement” is defined in the recitals to this Agreement.

“Company” is defined in the recitals to this Agreement.

“Demand Registration” is defined in Section 2.1.1.

“Demanding Holder” is defined in Section 2.1.1.

“DisinterestedIndependent Director” means an independent director serving on Pubco’s board of directors at the applicable time of determination that is disinterested in this Agreement (i.e., such independent director is not a Holder, an Affiliate of a Holder, or an officer, director, manager, employee, trustee or beneficiary of a Holder or its Affiliate, nor an immediate family member of any of the foregoing).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“First Merger” is defined in the recitals to this Agreement.

“First MergerSub” is defined in the recitals to this Agreement.

“Founder RegistrationRights Agreement” means that certain Registration Rights Agreement dated as of November 8, 2021, by and among Purchaser, Finnovate Sponsor L.P., a Delaware limited partnership, EarlyBirdCapital, Inc. and the other holders of “Registrable Securities” thereunder, as it is to be amended at or prior to the Closing, and as it may further be amended in accordance with the terms thereof.

“Founder Securities” means those securities included in the definition of “Registrable Securities” specified in the Founder Registration Rights Agreement.

“Holder(s)” is defined in the preamble to this Agreement, and includes any transferee of the Registrable Securities (so long as they remain Registrable Securities) of a Holder permitted under this Agreement and such Holder’s Lock-Up Agreement.

“Holder IndemnifiedParty” is defined in Section 4.1.

“Indemnified Party” is defined in Section 4.3.

“IndemnifyingParty” is defined in Section 4.3.

“Lock-Up Agreement” is defined in the recitals to this Agreement.

“Maximum Numberof Securities” is defined in Section 2.1.4.

“Mergers” is defined in the recitals to this Agreement.

“Piggy-Back Registration” is defined in Section 2.2.1.

“Pro Rata” is defined in Section 2.1.4.

“Proceeding” is defined in Section 6.9.

“Pubco” is defined in the preamble to this Agreement, and shall include Pubco’s successors by merger, acquisition, reorganization or otherwise.

“Purchaser” is defined in the recitals to this Agreement.

“Register,” “Registered” and “Registration” mean a registration or offering effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registrable Securities” means the Pubco ADSs and Pubco Ordinary Shares received by the Holders under the Business Combination Agreement, and any Pubco ADSs delivered to the Holders upon exchange after the Closing for any the foregoing Pubco Ordinary Shares; provided, that for the avoidance of doubt, Pubco shall not be required under this Agreement to register any Pubco Securities other than Pubco ADSs (or any successor securities that are listed on a national securities exchange). Registrable Securities include any warrants, capital shares or other securities of Pubco issued as a dividend or other distribution with respect to or in exchange for or in replacement of the foregoing securities. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by Pubco and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding; or (d) such securities are freely saleable under Rule 144 without volume limitations. Notwithstanding anything to the contrary contained herein, a Person shall be deemed to be an “Holder holding Registrable Securities” (or words to that effect) under this Agreement only if they are a Holder or a transferee of the applicable Registrable Securities (so long as they remain Registrable Securities) of any Holder permitted under this Agreement and such Holder’s Lock-Up Agreement.

“RegistrationStatement” means a registration statement filed by Pubco with the SEC in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4, F-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).

“Rule 144” means Rule 144 promulgated under the Securities Act.

“SEC” means the United States Securities and Exchange Commission or any successor thereto.

“Second Merger” is defined in the recitals to this Agreement.

“Second MergerSub” is defined in the recitals to this Agreement.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“Short Form Registration” is defined in Section 2.3.

“Specified Courts” is defined in Section 6.9.

“Underwriter” means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s market-making activities.

2. REGISTRATION RIGHTS.

2.1 Demand Registration.

2.1.1 Request for Registration. Subject to Section 2.4, at any time and from time to time after the Closing, Holders holding a majority-in-interest of the Registrable Securities then issued and outstanding (for the avoidance of any doubt, throughout this agreement, such determination is based on the number of Registrable Securities held by the Holders and not the voting rights of those Registrable Securities) may make a written demand for registration under the Securities Act of all or part of their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. Within thirty (30) days following receipt of any request for a Demand Registration, Pubco will notify all other Holders holding Registrable Securities of the demand, and each Holder holding Registrable Securities who wishes to include all or a portion of such Holder’s Registrable Securities in the Demand Registration (each such Holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify Pubco within fifteen (15) days after the receipt by the Holder of the notice from Pubco. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. Pubco shall not be obligated to effect more than an aggregate of three (3) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities. Notwithstanding anything in this Section 2.1 to the contrary, Pubco shall not be obligated to effect a Demand Registration, (i) if a Piggy-Back Registration had been available to the Demanding Holder(s) within the one hundred twenty (120) days preceding the date of request for the Demand Registration, (ii) within sixty (60) days after the effective date of a previous registration effected with respect to the Registrable Securities pursuant to this Section 2.1, or (iii) during any period (not to exceed one hundred eighty (180) days) following the closing of the completion of an offering of securities by Pubco if such Demand Registration would cause Pubco to breach a “lock-up” or similar provision contained in the underwriting agreement for such offering.

2.1.2 Effective Registration. A Registration will not count as a Demand Registration until the Registration Statement filed with the SEC with respect to such Demand Registration has been declared effective and Pubco has complied in all material respects with its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the SEC or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided, further, that Pubco shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.

2.1.3 Underwritten Offering. If a majority-in-interest of the Demanding Holders so elect and advise Pubco as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, the right of any Demanding Holder to include its Registrable Securities in such registration shall be conditioned upon such Demanding Holder’s participation in such underwritten offering and the inclusion of such Demanding Holder’s Registrable Securities in the underwritten offering to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwritten offering by a majority-in-interest of the Holders initiating the Demand Registration and reasonably acceptable to Pubco.

2.1.4 Reduction of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises Pubco and the Demanding Holders in writing that the dollar amount or number of Registrable Securities which the Demanding Holders desire to sell, taken together with all other Pubco ADSs or other securities which Pubco desires to sell and the Pubco ADSs or other securities, if any, as to which Registration by Pubco has been requested pursuant to written contractual piggy-back registration rights held by other security holders of Pubco who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Number of Securities”), then Pubco shall include in such Registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders and the Founder Securities for the account of any Persons who have exercised demand registration rights pursuant to the Founder Registration Rights Agreement during the period under which the Demand Registration hereunder is ongoing (all pro rata in accordance with the number of securities that each applicable Person has requested be included in such registration, regardless of the number of securities held by each such Person, as long as they do not request to include more securities than they own (such proportion is referred to herein as “ProRata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco ADSs or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Holders as to which registration has been requested pursuant to Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco ADSs or other securities for the account of other Persons that Pubco is obligated to register pursuant to written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities. In the event that Pubco securities that are convertible into Pubco ADSs or Pubco Ordinary Shares are included in the offering, the calculations under this Section 2.1.4 shall include such Pubco securities on an as-converted basis.

2.1.5 Withdrawal. If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwritten offering or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice to Pubco and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the SEC with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration in such event, then such registration shall not count as a Demand Registration provided for in Section 2.1.

2.2 Piggy-Back Registration.

2.2.1 Piggy-Back Rights. Subject to Section 2.4, if at any time after the Closing Pubco proposes to file a Registration Statement under the Securities Act with respect to the Registration of or an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by Pubco for its own account or for security holders of Pubco for their account (or by Pubco and by security holders of Pubco including pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to Pubco’s existing security holders, (iii) for an offering of debt that is convertible into equity securities of Pubco, or (iv) for a dividend reinvestment plan, then Pubco shall (x) give written notice of such proposed filing to Holders holding Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering or registration, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to Holders holding Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days following receipt of such notice (a “Piggy-BackRegistration”). To the extent permitted by applicable securities laws with respect to such registration by Pubco or another demanding security holder, Pubco shall use its best efforts to cause (i) such Registrable Securities to be included in such registration and (ii) the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of Pubco and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All Holders holding Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

2.2.2 Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises Pubco and Holders holding Registrable Securities proposing to distribute their Registrable Securities through such Piggy-Back Registration in writing that the dollar amount or number of Pubco ADSs or other Pubco securities which Pubco desires to sell, taken together with the Pubco ADSs or other Pubco securities, if any, as to which registration has been demanded pursuant to written contractual arrangements with Persons other than the Holders holding Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 2.2, and the Pubco ADSs or other Pubco securities, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other security holders of Pubco, exceeds the Maximum Number of Securities, then Pubco shall include in any such registration:

(a) If the registration is undertaken for Pubco’s account: (i) first, the Pubco ADSs or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Pubco ADSs or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;

(b) If the registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to Section 2.1: (i) first, the Pubco ADSs or other securities for the account of the Demanding Holders and the Founder Securities for the account of any Persons who have exercised demand registration rights pursuant to the Founder Registration Rights Agreement during the period under which the Demand Registration hereunder is ongoing, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco ADSs or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Holders as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco ADSs or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;

(c) If the registration is a “demand” registration undertaken at the demand of holders of Founder Securities under the Founder Registration Rights Agreement: (i) first, the Founder Securities for the account of the demanding holders and the Registrable Securities for the account of Demanding Holders who have exercised demand registration rights pursuant to Section 2.1 during the period under which the demand registration under the Founder Registration Rights Agreement is ongoing, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco ADSs or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Holders as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco ADSs or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities; and

(d) If the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under Section 2.1 or the holders of Founder Securities exercising demand registration rights under the Founder Registration Rights Agreement: (i) first, the Pubco ADSs or other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Pubco ADSs or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Holders as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco ADSs or other equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities.

In the event that Pubco securities that are convertible into Pubco ADSs or Pubco Ordinary Shares are included in the offering, the calculations under this Section 2.2.2 shall include such Pubco securities on an as-converted basis. Notwithstanding anything to the contrary above, to the extent that the registration of a Holder’s Registrable Securities would prevent Pubco or the demanding shareholders from effecting such registration and offering, such Holder shall not be permitted to exercise Piggy-Back Registration rights with respect to such registration and offering.

2.2.3 Withdrawal. Any Holder holding Registrable Securities may elect to withdraw such Holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to Pubco of such request to withdraw prior to the effectiveness of the Registration Statement. Pubco (whether on its own determination or as the result of a withdrawal by Persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to at least two (2) business days before the effectiveness of such Registration Statement without any liability to the applicable Holder, subject to the next sentence and the provisions of Section 4. Notwithstanding any such withdrawal, Pubco shall pay all expenses incurred in connection with such Piggy-Back Registration as provided in Section 3.3 (subject to the limitations set forth therein) by Holders holding Registrable Securities that requested to have their Registrable Securities included in such Piggy-Back Registration.

2.3 Short Form Registrations. After the Closing, subject to Section 2.4, Holders holding Registrable Securities may at any time and from time to time, request in writing that Pubco register the resale of any or all of such Registrable Securities on Form F-3 or any similar short-form registration which may be available at such time (“Short Form Registration”); provided, however, that Pubco shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, Pubco will promptly give written notice of the proposed registration to all other Holders holding Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities, if any, of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Pubco; provided, however, that Pubco shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Short Form Registration is not available to Pubco for such offering; or (ii) if Holders holding Registrable Securities, together with the holders of any other securities of Pubco entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $1,000,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

2.4 Restriction of Offerings. Notwithstanding anything to the contrary contained in this Agreement, the Holders shall not be entitled to request, and Pubco shall not be obligated to effect, or to take any action to effect, any registration (including any Demand Registration or Piggy-Back Registration) pursuant to this Section 2 with respect to any Registrable Securities that are subject to the transfer restrictions under the Holder’s Lock-Up Agreement.

3. REGISTRATION PROCEDURES.

3.1 Filings; Information. Whenever Pubco is required to effect the registration of any Registrable Securities pursuant to Section 2, Pubco shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:

3.1.1 Filing Registration Statement. Pubco shall use its best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which Pubco then qualifies or which counsel for Pubco shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its reasonable efforts to cause such Registration Statement to become effective and use its reasonable efforts to keep it effective for the period required by Section 3.1.3; provided, however, that Pubco shall have the right to defer any Demand Registration for up to ninety (90) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if Pubco shall furnish to Holders requesting to include their Registrable Securities in such registration a certificate signed by the Chief Executive Officer, Chief Financial Officer or Chairman of Pubco stating that, in the good faith judgment of the Board of Directors of Pubco, it would be materially detrimental to Pubco and its shareholders for such Registration Statement to be effected at such time or the filing would require premature disclosure of material information which is not in the interests of Pubco to disclose at such time; provided further, however, that Pubco shall not have the right to exercise the right set forth in the immediately preceding proviso more than twice in any 365-day period in respect of a Demand Registration hereunder.

3.1.2 Copies. Pubco shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to Holders holding Registrable Securities included in such registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus), and such other documents as Holders holding Registrable Securities included in such registration or legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders.

3.1.3 Amendments and Supplements. Pubco shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities have been withdrawn or until such time as the Registrable Securities cease to be Registrable Securities as defined by this Agreement.

3.1.4 Notification. After the filing of a Registration Statement, Pubco shall promptly, and in no event more than five (5) Business Days after such filing, notify Holders holding Registrable Securities included in such Registration Statement of such filing, and shall further notify such Holders promptly and confirm such advice in writing in all events within five (5) Business Days after the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the SEC of any stop order (and Pubco shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the SEC for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to Holders holding Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with the SEC a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, Pubco shall furnish to Holders holding Registrable Securities included in such Registration Statement and to the legal counsel for any such Holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such Holders and legal counsel with a reasonable opportunity to review such documents and comment thereon; provided that such Holders and their legal counsel must provide any comments promptly (and in any event within five (5) Business Days) after receipt of such documents.

3.1.5 State Securities Laws Compliance. Pubco shall use its reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as Holders holding Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of Pubco and do any and all other acts and things that may be necessary or advisable to enable Holders holding Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that Pubco shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or take any action to which it would be subject to general service of process or to taxation in any such jurisdiction where it is not then otherwise subject.

3.1.6 Agreements for Disposition. To the extent required by the underwriting agreement or similar agreements, Pubco shall enter into reasonable customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The representations, warranties and covenants of Pubco in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of Holders holding Registrable Securities included in such Registration Statement. No Holder holding Registrable Securities included in such Registration Statement shall be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such Holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such Holder’s material agreements and organizational documents, and with respect to written information relating to such Holder that such Holder has furnished in writing expressly for inclusion in such Registration Statement.

3.1.7 Cooperation. The principal executive officer of Pubco, the principal financial officer of Pubco, the principal accounting officer of Pubco and all other officers and members of the management of Pubco shall reasonably cooperate in any offering of Registrable Securities hereunder, which cooperation shall include the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.

3.1.8 Records. Pubco shall make available for inspection by Holders holding Registrable Securities included in such Registration Statement, any Underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other professional retained by any Holder holding Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent corporate documents and properties of Pubco, as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause Pubco’s officers, directors and employees to supply all information reasonably requested by any of them in connection with such Registration Statement; provided that Pubco may require execution of a reasonable confidentiality agreement prior to sharing any such information.

3.1.9 Opinions and Comfort Letters. Pubco shall request its counsel and accountants to provide customary legal opinions and customary comfort letters, to the extent so reasonably required by any underwriting agreement.

3.1.10 Earnings Statement. Pubco shall comply with all applicable rules and regulations of the SEC and the Securities Act, and make available to its shareholders if reasonably required, as soon as reasonably practicable, an earnings statement covering a period of twelve (12) months, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

3.1.11 Listing. Pubco shall use its best efforts to cause all Registrable Securities that are Pubco ADSs included in any registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by Pubco are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to Holders holding a majority-in-interest of the Registrable Securities included in such registration.

3.1.12 Road Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of $50,000,000, Pubco shall use its reasonable efforts to make available senior executives of Pubco to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any underwritten offering.

3.2 Obligation to Suspend Distribution. Upon receipt of any notice from Pubco of the happening of any event of the kind described in Section 3.1.4(iv), or in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide business purpose, or, in the case of a resale registration on Short Form Registration pursuant to Section 2.3 hereof, upon any suspension by Pubco, pursuant to a written insider trading compliance program adopted by Pubco’s Board of Directors, of the ability of all “insiders” covered by such program to transact in Pubco’s securities because of the existence of material non-public information, each Holder holding Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the Registration Statement is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact in Pubco’s securities is removed, as applicable, and, if so directed by Pubco, each such Holder will deliver to Pubco all copies, other than permanent file copies then in such Holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

3.3 Registration Expenses. Subject to Section 4, Pubco shall bear all reasonable costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Short Form Registration effected pursuant to Section 2.3, and all reasonable expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) Pubco’s internal expenses (including all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for Pubco and fees and expenses for independent certified public accountants retained by Pubco (including the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the reasonable fees and expenses of any special experts retained by Pubco in connection with such registration; and (ix) the reasonable fees and expenses (up to a maximum of $15,000 in the aggregate in connection with such registration) of one legal counsel selected by Holders holding a majority-in-interest of the Registrable Securities included in such registration for such legal counsel’s review, comment and finalization of the proposed Registration Statement and other relevant documents. Pubco shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling security holders and Pubco shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of securities each is selling in such offering.

3.4 Information. Holders holding Registrable Securities included in any Registration Statement shall provide such information as may reasonably be requested by Pubco, or the managing Underwriter, if any, in connection with the preparation of such Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the obligation to comply with federal and applicable state securities laws. Holders selling Registrable Securities in any offering must provide all questionnaires, powers of attorney, custody agreements, stock powers, and other documentation reasonably requested by Pubco or the managing Underwriter.

4. INDEMNIFICATION AND CONTRIBUTION.

4.1 Indemnification by Pubco. Subject to the provisions of this Section 4.1 below, Pubco agrees to indemnify and hold harmless each Holder, and each Holder’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls a Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Holder IndemnifiedParty”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco and relating to action or inaction required of Pubco in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco shall promptly reimburse the Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Pubco will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Pubco, in writing, by such selling holder or Holder Indemnified Party expressly for use therein. Pubco also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

4.2 Indemnification by Holders Holding Registrable Securities. Subject to the provisions of this Section 4.2 below, each Holder selling Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless Pubco, each of its directors and officers and each Underwriter (if any), and each other selling holder and each other Person, if any, who controls another selling holder or such Underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to Pubco by such selling Holder expressly for use therein (provided, however, that the indemnity agreement contained in this Section 4.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the indemnifying Holder, such consent not to be unreasonably withheld, delayed or conditioned), and shall reimburse Pubco, its directors and officers, each Underwriter and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling Holder.

4.3 Conduct of Indemnification Proceedings. Promptly after receipt by any Person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such Person (the “Indemnified Party”) shall, if a claim in respect thereof is to be made against any other Person for indemnification hereunder, notify such other Person (the “IndemnifyingParty”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling Persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party (acting reasonably), consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.

4.4 Contribution.

4.4.1 If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue statement of a material fact or the omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

4.4.2 The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 4.4.1.

4.4.3 The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no Holder holding Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Holder from the sale of Registrable Securities which gave rise to such contribution obligation. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

5. RULE 144.

5.1 Rule 144. Pubco covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as Holders holding Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

6. MISCELLANEOUS.

6.1 Other Registration Rights. Pubco represents and warrants that as of the date of this Agreement, no Person, other than the holders of (i) Registrable Securities and (ii) Founder Securities, has any right to require Pubco to register any of Pubco’s share capital for sale or to include Pubco’s share capital in any registration filed by Pubco for the sale of share capital for its own account or for the account of any other Person.

6.2 Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of Pubco hereunder may not be assigned or delegated by Pubco in whole or in part, unless Pubco first provides Holders holding Registrable Securities at least ten (10) Business Days prior written notice; provided that no assignment or delegation by Pubco will relieve Pubco of its obligations under this Agreement unless Holders holding a majority-in-interest of the Registrable Securities provide their prior written consent, which consent must not be unreasonably withheld, delayed or conditioned. This Agreement and the rights, duties and obligations of Holders holding Registrable Securities hereunder may be freely assigned or delegated by such Holder in conjunction with and to the extent of any transfer of Registrable Securities by such Holder which is permitted by such Holder’s Lock-Up Agreement; provided that no assignment by any Holder of its rights, duties and obligations hereunder shall be binding upon or obligate Pubco unless and until Pubco shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to Pubco, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Holders or of any assignee of the Holders. This Agreement is not intended to confer any rights or benefits on any Persons that are not party hereto other than as expressly set forth in Section 4 and this Section 6.2.

6.3 Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii) one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):

If to Pubco, to:<br><br> <br>Scage International Limited 2F, Building 6, No. 6<br><br> <br>Fengxin Road, Yuhuatai<br> District, Nanjing City,<br><br> <br>Jiangsu Province, China<br><br> <br>Attn: An Jimin<br><br> <br>Telephone No.: +86 13956222991<br><br> <br>Email: scagepr@scagefd.com	With a copy to (which shall not constitute notice):<br><br> <br>Baker McKenzie LLP<br><br> <br>Suite 3501, China World Office 2, No. 1<br><br> <br>Jianguomenwai Avenue, Beijing,<br> China<br><br> <br>Email: BEI-ProjectSparta@bakermckenzie.com
If to a Holder, to: the address set forth underneath such Holder’s name on the signature page hereto.

6.4 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable. Notwithstanding anything to the contrary contained in this Agreement, in the event that a duly executed copy of this Agreement is not delivered to Pubco by a Seller receiving Pubco ADSs or Pubco Ordinary Shares in connection with the Closing who is contemplated by the Business Combination Agreement to become a party to this Agreement, such Seller failing to provide such signature shall not be a party to this Agreement or have any rights or obligations hereunder, but such failure shall not affect the rights and obligations of the other parties to this Agreement as amongst such other parties.

6.5 Entire Agreement. This Agreement (together with the Business Combination Agreement and the Lock-Up Agreements to the extent incorporated herein, and including all agreements entered into pursuant hereto or thereto or referenced herein or therein and all certificates and instruments delivered pursuant hereto and thereto) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written, relating to the subject matter hereof; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Business Combination Agreement or any other Ancillary Document or the rights or obligations of the parties under the Founder Registration Rights Agreement.

6.6 Interpretation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) the term “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

6.7 Amendments; Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written agreement or consent of Pubco (after the Closing by a majority of the Disinterested Independent Directors) and Holders holding a majority-in-interest of the Registrable Securities; provided, that any amendment or waiver of this Agreement which affects a Holder in a manner materially and adversely disproportionate to other Holders will also require the consent of such Holder. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

6.8 Remedies Cumulative. In the event a party fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the other parties may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.

6.9 Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of New York without regard to the conflict of laws principles thereof. Each party hereto hereby (i) submits to the exclusive jurisdiction of any state or federal court located in the County of New York in the State of New York (or in any appellate court thereof) (the “SpecifiedCourts”) for the purpose of any claim, action, litigation or other legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby (a “Proceeding”), and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Proceeding is brought in an inconvenient forum, that the venue of the Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any Proceeding, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 6.3. Nothing in this Section 6.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law.

6.10 WAIVER OF TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE INVESTORS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

6.11 Authorization to Act on Behalf of Pubco. The parties acknowledge and agree that from and after the Closing, the Disinterested Independent Directors, by vote, consent, approval or determination of a majority of the Disinterested Independent Directors, are authorized and shall have the sole right to act on behalf of Pubco under this Agreement, including the right to enforce Pubco’s rights and remedies under this Agreement. Without limiting the foregoing, in the event that a Holder serves as a director, officer, employee or other authorized agent of Pubco, such Holder shall have no authority, express or implied, to act or make any determination on behalf of Pubco in connection with this Agreement or any dispute or Action with respect hereto.

6.12 Termination of Business Combination Agreement. This Agreement shall be binding upon each party upon such party’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. In the event that the Business Combination Agreement is validly terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become null and void and be of no further force or effect, and the parties shall have no obligations hereunder.

6.13 Counterparts. This Agreement may be executed in multiple counterparts (including by facsimile or pdf or other electronic document transmission), each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

{REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;SIGNATURE PAGES FOLLOW}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

Pubco:
SCAGE FUTURE
By:	/s/ Chao Gao
Name:	Chao Gao
Title:	Chairman and Chief Executive Officer

{Signature Page toRegistration Rights Agreement}

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

Holder:
Upward Starts Group Limited
By:	/s/ Chao Gao
	Name:	Chao Gao
	Title:	Director
Two Courage Brothers Limited
---	---
By:	/s/ Ziqian Guan
Name:	Ziqian Guan
Title:	Director
Three Action Brothers Limited
By:	/s/ Yuanchi Guo
Name:	Yuanchi Guo
Title:	Director
Four Genuine Brothers Limited
By:	/s/ Guobin Zhai
Name:	Guobin Zhai
Title:	Director
Five Epic Brothers Limited
By:	/s/ Rong Wang
Name:	Rong Wang
Title:	Director
Victorious Lights Holding Limited
By:	/s/ Qinghua Zeng
Name:	Qinghua Zeng
Title:	Director

{Signature Page toRegistration Rights Agreement}

Exhibit 4.13

EarlyBirdCapital, Inc.

366 Madison Ave 8th Floor

New York, NY 10017

Attn.:

April 7, 2025

Ladies and Gentlemen:

Reference is made to (i) the letter agreement, dated November 8, 2021 (as amended by that certain Amendment of Insider Letter dated August 21, 2023 and as may be further amended from time to time, the “Letter Agreement”), by and among, Finnovate Acquisition Corp., a Cayman Islands exempted company (the “Company”), Finnovate Sponsor L.P., a Delaware limited partnership (the “Sponsor”), Scage Future, an exempted company incorporated with limited liability in the Cayman Islands, ***(“Pubco”),***Scage International Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Target”) and the directors and officers of the Company named therein (together with the Sponsor, the “Lock-up Parties”),(ii) the underwriting agreement, dated November 3, 2021 (the “Underwriting Agreement”), by and between the Company and EarlyBirdCapital, Inc. and (iii) that certain Business Combination Agreement, dated August 21, 2023 (the “BusinessCombination Agreement”), the Company, Pubco, Target and the other parties thereto. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Letter Agreement.

As you are aware, pursuant to Section 6(a) of the Letter Agreement, the Lock-Up Parties agreed not to Transfer any Founder Shares (or the Pubco Ordinary Shares issuable upon conversion thereof) until the earlier of: (x) six months after the completion of the Company’s the initial Business Combination or (y) the date on which the Company will consummate a liquidation, merger, amalgamation, share exchange, reorganization, or other similar transaction after initial Business Combination that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

In connection with and in furtherance of the Business Combination, the Lock-up Parties hereby request that each of the undersigned waive compliance by the applicable Lock-up Parties with Section 6(a) of the Letter Agreement, as applicable, for the following events contemplated to occur contemporaneously with the Business Combination:

●	Each of the undersigned Lock-Up Parties shall be released from the Transfer restrictions set forth in Section<br>6(a) of the Letter Agreement with respect to their Founder Shares upon the three-month anniversary of the consummation of the transactions<br>contemplated by the Business Combination Agreement (the “Closing”).

Pursuant to Section 6(d) of the Letter Agreement, prior to the Closing Pubco shall issue irrevocable instructions to its transfer agent in substantially the form of Appendix A attached hereto.

By signing the counterpart to this letter, each of the undersigned, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby waives in part the compliance by the Lock-up Parties with Sections 6(a) and 6(b) of the Letter Agreement as described above. Except as specifically waived herein, the parties to the Letter Agreement retain all rights, and each Lock-up Party retains all obligations, as set forth in the Letter Agreement, and the Representative retains all rights as set forth in the Underwriting Agreement.

[Signature page follows]

ACKNOWLEDGED AND AGREED TO THIS 1^st^DAY OF APRIL 2025:

EarlyBirdCapital, Inc.

Finnovate Acquisition Corp.
/s/ Calvin Kung
Name:	Calvin Kung
Title:	CEO

Finnovate Sponsor L.P.
Through its General Partner, Sunorange Limited
/s/ Wang (Tommy) Chiu Wong
Name:	Wang (Tommy) Chiu Wong
Title:	Director
Scage Future
---	---
/s/ Chao Gao
Name:	Chao Gao
Title:	Director

Scage International Limited
/s/ Chao Gao
Name:	Chao Gao
Title:	Director

[Signature Page to Insider Waiver Letter]

Appendix A Instructions to TransferAgent

RIDER FOR IRREVOCABLE INSTRUCTIONS GOVERNING RELEASE OF LOCKUP SHARES

FOLLOWING EXPIRATION OF LOCKUP PERIOD

You are hereby irrevocably authorized and instructed to remove the stop order identified as restriction “[●]” (the “InsiderLetter Legend”) related to the Pubco Founder Shares, upon the expiration of the applicable lock-up period on [●]^1^, 2025. Accordingly, effective[●], 2025, the Insider Letter Legend should be removed from the Pubco Founder Shares.

Pubco hereby requests that you act immediately, and without any action or confirmation by Pubco, with respect to the removal of the Insider Letter Legend on [●], 2025. In the event that the Insider Letter Legends are not removed, as instructed above, upon your receipt of a request for such removal from any of the persons set forth in Column [●] of Schedule A-1 attached hereto (each, a “Pubco Founder Shareholder”) on or after [●], 2025, you are hereby irrevocably authorized and instructed to do so immediately, without any action or confirmation by Pubco, electronically by crediting such holder’s account in accordance with the delivery instructions to be provided to you in writing by such holder.

Each of the Insiders is intended to be a third-party beneficiary of this Section E. The ability to remove the Insider Letter Legend in a timely manner upon the expiration of the applicable lock-up period is a material obligation of Pubco pursuant to the terms of the Insider Letter. No arnendment or modification to the instructions set forth in this Section E may be made without the prior written consent of the Sponsor (as defined in the Business Combination Agreement).

Schedule A-1

Names	Quantity of Shares
Chunyi Hao	10,000
Tiemei Li	10,000
Sanjay Prasad	10,000
Wang Chiu Wong	15,000
Calvin Kung	25,000
^1^	Note<br> to Draft: The date three months<br> following closing to be inserted.
---	---

Exhibit 4.14

June 27, 2025

Scage Future<br><br> <br>2F, Building 6, No. 6 Fengxin Road, Yuhuatai District,<br><br> <br>Nanjing City,<br> Jiangsu Province, China<br><br> Attn: An Jimin<br><br> Telephone No.: +86 13956222991<br><br> Email: scagepr@scagefd.com	Finnovate Acquisition Corp.<br><br> <br>265 Franklin Street<br><br> <br>Suite 1702<br><br> <br>Boston, MA<br><br> <br>Attn: Calvin Kung, Chief Executive Officer<br><br> <br>Telephone No.: +86 131-2230-7009<br><br> <br>Email: calvin@estonecapital.com

Re:Closing Letter Agreement re: BusinessCombination Agreement

Ladies and Gentlemen:

Reference is hereby made to that certain Business Combination Agreement, dated as of August 21, 2023 (as amended on December June 18, 2024, October 31, 2024 and April 2, 2025, and as it may be further amended or supplemented from time to time, the “Business Combination Agreement”), by and among Finnovate Acquisition Corp., an exempted company incorporated with limited liability in the Cayman Islands (“Purchaser”), Scage Future, an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), Scage International Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), Hero 1, an exempted company incorporated with limited liability in the Cayman Islands and a direct wholly owned subsidiary of Pubco (the “First Merger Sub”), Hero 2, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (the “Second Merger Sub”) and Scage International Limited**,** an exempted company incorporated with limited liability in the Cayman Islands (the “Company”). Capitalized terms used but not otherwise defined in this letter agreement (this “Closing Agreement”) shall have the meanings ascribed to such terms in the Business Combination Agreement.

In consideration of the mutual promises and agreements contained in this Closing Agreement and the Business Combination Agreement, and for other good and valuable consideration, the sufficiency and adequacy of which is hereby acknowledged, the undersigned hereby agree as follows:

1. WaiverRelated to Covenants of Pubco and Purchaser. Reference is made to (i) Section 8.2(b) of the Business Combination Agreement, which make it a condition to the obligations of the Company, Pubco, First Merger Sub and Second Merger Sub to consummate the transactions contemplated by the Business Combination Agreement that Purchaser shall have performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under the Business Combination Agreement to be performed or complied with by it on or prior to the Closing Date, (ii) Section 8.3(b) of the Business Combination Agreement, which make it a condition to the obligations of Purchaser to consummate the transactions contemplated by the Business Combination Agreement that Pubco shall have performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under the Business Combination Agreement to be performed or complied with by it on or prior to the Closing Date and (iii) Section 7.11(e) of the Business Combination Agreement whereby Purchaser and Pubco covenant to distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting for a date no later than thirty (30) days following the effectiveness of the Registration Statement. The Company, Pubco, First Merger Sub and Second Merger Sub hereby acknowledge that the Special Shareholder Meeting was held on March 28, 2025 and hereby waive the conditions set forth in Sections 8.2(b) and 8.3(b) with respect to holding the Special Shareholder Meeting for a date no later than thirty (30) days following the effectiveness of the Registration Statement.

2. Waiverof $5,000,001 Net Tangible Assets Closing Condition. Notwithstanding the condition to the Closing set forth in Section 8.1(k) of the Business Combination Agreement requiring Purchaser or Pubco to have consolidated net tangible assets of at least $5,000,001 (as calculated and determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) either immediately prior to the Closing (after giving effect to the Redemption) or upon the Closing after giving effect to the Mergers (including the Redemption), or requiring Pubco to otherwise exempt from the provisions of Rule 419 promulgated under the Exchange Act (i.e. one of several exclusions from the “penny stock” rules of the SEC applies and the Purchaser relies on another exclusion), the Parties all hereby waive such condition to the Closing.

3. Waiverof Lock-Up Closing Condition. Notwithstanding the condition to the Closing set forth in Section 8.3(d) of the Business Combination Agreement requiring the Company to deliver a Seller Lock-Up Agreement from each Seller, Purchaser hereby acknowledges the receipt of lock-up agreements from the Sellers listed on attached Schedule A and waives the closing condition in Section 8.3(d) based on the lock-up agreements received.

4. Miscellaneous. Except as expressly provided in this Closing Agreement, all of the terms and provisions in the Business Combination Agreement and the Ancillary Documents, as amended, are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Closing Agreement does not constitute, directly or by implication, an amendment, modification or waiver of any provision of the Business Combination Agreement or any Ancillary Document, as amended, or any other right, remedy, power or privilege of any party to the Business Combination Agreement or any Ancillary Document, as amended, except as expressly set forth herein. This Closing Agreement and the Business Combination Agreement, and the documents or instruments attached hereto or thereto or referenced herein or therein, constitutes the entire agreement between the parties with respect to the subject matter of hereof and thereof, and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to its subject matter. The provisions of Sections 12.1 through 12.13 (excluding Section 12.11) and 12.16 of the Business Combination Agreement are hereby incorporated herein by reference and apply to this Closing Agreement as if all references to the “Agreement” contained therein were instead references to this Closing Agreement.

{Remainder of Page Intentionally Left Blank;Signature Page Follows}

To indicate your acceptance to the provisions of this Closing Agreement, please sign in the space provided below.

Sincerely,
Purchaser:
FINNOVATE ACQUISITION CORP.
By:	/s/ Calvin Kung
	Name:	Calvin Kung
	Title:	Chief Executive Officer

The Company:
SCAGE INTERNATIONAL LIMITED
By:	/s/ Chao Gao
Name:	Chao Gao
Title:	Chairman and Chief Executive Officer
Pubco:
SCAGE FUTURE
By:	/s/ Chao Gao
Name:	Chao Gao
Title:	Chairman and Chief Executive Officer
First Merger Sub:
HERO I
By:	/s/ Chao Gao
Name:	Chao Gao
Title:	Director
Second Merger Sub:
HERO II
By:	/s/ Chao Gao
Name:	Chao Gao
Title:	Director

Schedule A

Exhibit 4.15

PROMISSORY NOTE

$1,509,375	June 27, 2025

Scage Future, a Cayman Islands exempted company and its successors and assigns (the “Maker”) promises to pay to the order of EarlyBirdCapital, Inc. (the “Payee”) the principal sum of One Million Five Hundred and Nine Thousand Three Hundred Seventy-Five ($1,509,375) in lawful money of the United States of America, together with interest on the unpaid principal balance of this Note, on the terms and conditions described below.

Payment. The principal balance of this Note, together with all interest accrued thereon, shall be due and payable on June 27, 2026 (the “Maturity Date”); provided however that Maker agrees to make mandatory prepayments on this Note (which shall first be applied to accrued interest and then to principal) from time to time in amounts equal to fifteen percent (15%) of the gross proceeds received by the Maker from any equity lines, forward purchase agreements or other equity or debt financings consummated by Maker prior to the Maturity Date. Such prepayments shall be made directly to Payee at the closing of any such financing.
Interest. Interest shall compound and accrue on the unpaid principal balance of this Note at an annual rate equal to eight percent (8%) until the principal amount of, and all accrued interest on, this Note has been paid in full. If this Note is not repaid on the Maturity Date or such earlier date as to which the repayment obligation may be accelerated pursuant to Section 1 or 6, the rate of interest applicable to the unpaid principal amount shall be adjusted to fifteen percent (15%) per annum from the Maturity Date (or such earlier date if the obligation to repay this Note is accelerated) until the date of repayment; provided, that in no event shall the interest rate exceed the Maximum Rate (defined below). If it is determined that, under the laws relating to usury applicable to Maker or the indebtedness evidenced by this Note, the interest charges and fees payable by Maker in connection herewith or in connection with any other document or instrument executed and delivered in connection herewith cause the effective interest rate applicable to the indebtedness evidenced by this Note to exceed the maximum rate allowed by law (the “Maximum Rate”), then such interest rate shall be lowered to the Maximum Rate.
Conversion. At any time prior to or on the Maturity Date, the Payee may, in its sole and absolute discretion, convert all or part of the principal and/or accrued interest of this Note into shares of common stock of the Maker (the “Conversion Shares”) at a per share conversion price equal to the lesser of (a) 90% of the volume weighted average price of a share of common stock of the Maker for the five trading days immediately prior to written notice of conversion sent by Payee to Maker and (b) $10.00 per share (the “Conversion Price”). The Payee shall provide the Maker with a written notice of the amount of the principal and/or accrued interest of this Note it wants to convert (with any remaining principal and accrued interest outstanding as of the Maturity Date to be paid in lawful money of the United States, by wire transfer, to the account of Holder as designed by Holder in the written notice of conversion). As promptly as practicable after the Maker’s receipt of such notice, the Maker (at its expense) will issue to the Payee the Conversion Shares. The Maker agrees to promptly file a registration statement with the SEC covering the resale of any Conversion Shares that may be issued upon conversion of the Note and use its best efforts to have such registration statement declared effective as soon thereafter as possible.
Collection Costs; Application of Payments. In the event this Note is turned over to an attorney for collection, the Maker agrees to pay all reasonable costs of collection, including reasonable attorney’s fees and expenses and all out-of-pocket expenses incurred by the Payee in connection with such collection efforts. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys’ fees, then to the payment in full of any accrued, unpaid interest and finally to the reduction of the unpaid principal balance of this Note.
Events of Default. Each of the following shall constitute an “Event of Default”:

5.1 Failure to Make Required Payments. Failure by Maker to pay the principal of or accrued interest on this Note within five (5) business days following the date when due (either at the Maturity Date or the date of any mandatory prepayment).

5.2 Bankruptcy, Etc. The filing, as to the Maker, (i) of an involuntary petition which is not dismissed within sixty (60) consecutive days; or (ii) of a voluntary petition under the provisions of the Federal Bankruptcy Code or any state statute for the relief of debtors or the Maker shall make a general assignment for the benefit of creditors.

5.3 Change of Control. The consummation of any transaction as a result of which the current equity holders of Maker own less than fifty percent (50%) of the equity interests of Maker after the transaction.

5.4 Sale of Assets. The consummation of a transaction resulting in the sale of all or substantially all of the assets of Maker or by any Maker’s primary operating subsidiaries.

5.5 Registration Statement Effectiveness. Failure of any required registration statement registering the resale of the Conversion Shares provided for in Section 4 to be declared effective by the SEC within 180 days from the date hereof.

Dividends. So long as this Note remains outstanding, the Maker shall not pay or declare any cash dividend or distribution on its ordinary shares.
Remedies. Upon the occurrence of an Event of Default specified in Section 5, the unpaid principal balance of, all accrued, unpaid interest thereon, and all other sums payable with regard to, this Note shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

Waivers. Maker waives presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment.
Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery, or (iv) sent by e-mail, to the following addresses or to such other address as either party may designate by notice in accordance with this Section:

If to Maker:

Scage Future

2F, Building 6, No. 6 Fengxin Road

Yuhuatai District, Nanjing City

Jiangsu Province, 210012

People’s Republic of China

Email: wangli@scagefd.com

If to Payee:

EarlyBirdCapital, Inc.

366 Madison Avenue

8th Floor

New York, New York 10017

Email: slevine@ebcap.com

Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date on which an e-mail transmission was received by the receiving party’s on-line access provider (iii) the date reflected on a signed delivery receipt, or (vi) two (2) business days following tender of delivery or dispatch by express mail or delivery service.

Governing Law. This Note will be deemed to have been made and delivered in New York City and will be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York without regard to the principles of conflict of laws. The Maker hereby (i) agrees that any legal suit, action or proceeding arising out of or relating to this shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (ii) waives any objection to the venue of any such suit, action or proceeding and the right to assert that such forum is not a convenient forum for such suit, action or proceeding, (iii) waives trial by jury and (iv) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Maker further agrees to accept and acknowledge service or any and all process that may be served in any such suit, action or proceeding in New York State Supreme Court, County of New York or in the United States District Court for the Southern District of New York and hereby appoints Puglisi & Associates located at 850 Library Avenue, Suite 204, Newark, Delaware 19711as its agent to accept and acknowledge on its behalf such service.
Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Benefit. This Note shall be binding upon and inure to the benefit of the parties hereto and their legal representatives, successors and assigns.

IN WITNESS WHEREOF, the Maker hereby executes this Note on the day and year first above written.

SCAGE FUTURE
By:	/s/ Chao Gao
Name:	Chao Gao
Title:	Chairman and Chief Executive Officer

Exhibit 4.16

SECURED PROMISSORY NOTE AND PLEDGE AGREEMENT

$1,009,375	June 27, 2025

Scage Future, a Cayman Islands exempted company, and its successors and assigns (the “Maker”) promises to pay to the order of EarlyBirdCapital, Inc. (the “Payee”) the principal sum of One Million Five Hundred Thousand Three Hundred Seventy-Five ($1,009,375) in lawful money of the United States of America, together with interest on the unpaid principal balance of this Note, on the terms and conditions described below.

Payment. The principal balance of this Note shall be due and payable in two equal installments on September 27, 2025 and December 27, 2025 (each such date, a “Maturity Date”), together with all interest accrued on the principal amount being paid; provided however that Maker agrees to make mandatory prepayments on this Note (which shall first be applied to accrued interest and then to principal) from time to time in amounts equal to fifteen percent (15%) of the gross proceeds received by the Maker from any equity lines, forward purchase agreements or other equity or debt financings consummated by Maker prior to the Maturity Date. Such prepayments shall be made directly to Payee at the closing of any such financing.
Interest. Interest shall compound and accrue on the unpaid principal balance of this Note at an annual rate equal to eight percent (8%) until the principal amount of, and all accrued interest on, this Note has been paid in full. If this Note is not repaid on the Maturity Date or such earlier date as to which the repayment obligation may be accelerated pursuant to Section 1 or 7, the rate of interest applicable to the unpaid principal amount shall be adjusted to fifteen percent (15%) per annum from the Maturity Date (or such earlier date if the obligation to repay this Note is accelerated) until the date of repayment; provided, that in no event shall the interest rate exceed the Maximum Rate (defined below). If it is determined that, under the laws relating to usury applicable to Maker or the indebtedness evidenced by this Note, the interest charges and fees payable by Maker in connection herewith or in connection with any other document or instrument executed and delivered in connection herewith cause the effective interest rate applicable to the indebtedness evidenced by this Note to exceed the maximum rate allowed by law (the “Maximum Rate”), then such interest rate shall be lowered to the Maximum Rate.
Conversion. At any time prior to or on the Maturity Date, the Payee may, in its sole and absolute discretion, convert all or part of the principal and/or accrued interest of this Note into shares of common stock of the Maker (the “Conversion Shares”) at a per share conversion price equal to the lesser of (a) 90% of the volume weighted average price of a share of common stock of the Maker for the five trading days immediately prior to written notice of conversion sent by Payee to Maker and (b) $10.00 per share (the “Conversion Price”). The Payee shall provide the Maker with a written notice of the amount of the principal and/or accrued interest of this Note it wants to convert (with any remaining principal and accrued interest outstanding as of the Maturity Date to be paid in lawful money of the United States, by wire transfer, to the account of Holder as designed by Holder in the written notice of conversion). As promptly as practicable after the Maker’s receipt of such notice, the Maker (at its expense) will issue to the Payee the Conversion Shares. The Maker agrees to promptly file a registration statement with the SEC covering the resale of any Conversion Shares that may be issued upon conversion of the Note and use its best efforts to have such registration statement declared effective as soon thereafter as possible.
Collection Costs; Application of Payments. In the event this Note is turned over to an attorney for collection, the Maker agrees to pay all reasonable costs of collection, including reasonable attorney’s fees and expenses and all out-of-pocket expenses incurred by the Payee in connection with such collection efforts. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys’ fees, then to the payment in full of any accrued, unpaid interest and finally to the reduction of the unpaid principal balance of this Note.
Shareholder Limited Guaranty**.** Each of the undersigned stockholders of Maker (each, a “Pledging Shareholder”) hereby irrevocable and unconditionally guaranties to Payee and each subsequent permitted holder of this Note the prompt payment when and as due and payable of any and all of Maker’s obligations under this Note or of any note or other instrument or instruments renewing this Note, including any reasonable costs and expenses incurred in collecting such obligations and successfully prosecuting any action against Maker and/or such Pledging Shareholder in connection with enforcing this Note (the “Guaranteed Obligations”). Notwithstanding the foregoing, the guaranty provided hereunder (the “Guaranty”) is a limited guaranty, and Payee’s sole recourse against each Pledging Shareholder with respect to the Guaranty for the Guaranteed Obligations provided hereunder shall be to exercise its rights with respect to the Pledged Shares (as defined below) in accordance with the terms of this Note, and such Pledging Shareholder shall have no personal obligations or liability with respect to this Guaranty other than its obligations with respect to the Pledged Shares in accordance with the terms of this Note. This is a continuing Guaranty of the Guaranteed Obligations and shall remain in full force and effect until the payment in full of the Guaranteed Obligations. Each Pledging Shareholder understands and agrees that this Guaranty shall be binding upon such Pledging Shareholder and its successors and permitted assigns, shall be construed as an absolute, irrevocable and continuing guaranty of payment (and not solely of collection) and shall be enforceable by Payee, subject to the terms set forth herein, notwithstanding any circumstances which might otherwise constitute a legal or equitable discharge of a surety or guarantor. This Guaranty shall not be affected by the insolvency, bankruptcy or reorganization of Maker, and shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any or all of the Guaranteed Obligations are rescinded or must otherwise be restored or returned by Payee upon the insolvency, bankruptcy or reorganization of Maker. Such Pledging Shareholder hereby waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder, including (a) any demand for payment or performance and protest and notice of protest, (b) any notice of acceptance, (c) any presentment, demand, protest or further notice or other requirements of any kind with respect to any Guaranteed Obligation becoming immediately payable and (d) any other notice in respect of any Guaranteed Obligation or any part thereof, and any defense arising by reason of any disability or other defense of Maker. Until the payment and satisfaction in full of any Guaranteed Obligations that are then due and owing, each Pledging Shareholder agrees not to (x) enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against Maker by reason of any payment made hereunder or (y) assert any claim, defense, setoff or counterclaim it may have against Maker or set off any of its obligations to Maker against obligations of Maker to it. Such Pledging Shareholder hereby waives any defense based upon or arising by reason of any modification of the Guaranteed Obligations resulting from an amendment to this Note in accordance with the terms hereof.

2
Security Interest and Collateral.

(a) As security and collateral for the Guaranty of the Guaranteed Obligations, each Pledging Shareholder pledges, hypothecates and grants to Payee a continuing, first priority security interest in and lien upon, and assigns to Payee all right, title and interest in and to (collectively, the “Pledged Shares” or the “Collateral”): (i) 1,000,000 ordinary shares, par value US$0,0001 per share of Maker (or its successors); (ii) any certificates representing such shares of capital stock or other equity interests: (iii) any interest of such Pledging Shareholder in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all non-cash distributions, return of capital, redemptions, dividends, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (iv) all additional interest in, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire an interest in any issues of the shares of capital stock or other equity interests of Maker (or its successors) from time to time acquired by such Pledging Shareholder in any manner (which interest shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional interest, if any, securities, warrants, options or other rights and any interest of such Pledging Shareholder in the entries on the books of any financial intermediary pertaining to such additional interest, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional interest, securities, warrants, options or other rights; and (v) to the extent not covered by clauses (i) through (iv) above, all proceeds of any or all of the foregoing collateral. For purposes of this Note, the term “proceeds” includes whatever is receivable or received when the collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to a Pledging Shareholder, Maker or Payee from time to time with respect to any of the collateral. Each Pledging Shareholder agrees that so long as any Guaranteed Obligations remain outstanding, such Pledging Shareholder will, unless Payee shall otherwise consent in writing, (i) at its expense, defend Payee’s security interest in and to the Pledged Shares against the claims of any Person (as defined below); (ii) at its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be reasonably necessary in order to (A) perfect and protect the security interest created or purported to be created hereby, (B) enable Payee to exercise and enforce its rights and remedies hereunder in respect of the Pledged Shares or (C) otherwise effect the purposes of this Note; (iii) not sell, assign, transfer, exchange or otherwise dispose of any of the Pledged Shares or any interest therein or create or suffer to exist any lien, security interest or other charge or encumbrance upon or with respect to any Pledged Shares except for the pledge hereunder and the security interest created hereby; and (iv) not make or consent to any amendment or other modification or waiver with respect to any Pledged Shares or enter into any agreement or permit to exist any restriction with respect to any Pledged Shares. During the term of this Note and for so long as the Pledged Shares are owned by a Pledging Stockholder and no Event of Default shall have occurred and be continuing, such Pledging Shareholder shall have the right to vote all securities constituting part of the Pledged Shares, and to exercise any other voting rights pertaining to such Pledged Shares, and to give consents, ratifications and waivers with respect thereto, and to exercise all of such Pledging Stockholder’s voting rights as an equity holder thereof for all purposes.

(b) Maker and the Pledging Shareholder authorize Payee to file such financing statements and amendments thereto, in all applicable jurisdictions, necessary to establish and maintain a valid, enforceable, perfected security interest in the Collateral as provided herein and the other rights and security contemplated hereby all in accordance with the Uniform Commercial Code of the State of New York as in effect from time to time (the “Code”), as well as any applicable laws of the jurisdictions in which any subsidiaries of Maker are organized or have assets. Each of Maker and the Pledging Shareholders hereby authorizes Payee, and hereby grants a power-of-attorney to Payee (which is irrevocable and is coupled with an interest), to execute in the name and on behalf of Maker or such Pledging Shareholder any and all financing statements, instruments, agreements or documents that Payee deems necessary or appropriate in order to perfect Payee’s security interest in the Collateral. Simultaneously with the execution and delivery of this Note, (i) each Pledging Shareholder shall deliver to Payee its original certificate for the Pledged Shares (if certificated), along with a share transfer form in blank duly executed by such Pledging Shareholder and in form and substance reasonably acceptable to Payee, to be held by Payee or its designee so long as any obligations are due and owing under this Note, (ii) Payee will cause its Cayman Islands counsel to have Maker’s register of members annotated to reference the security interest created hereby and to indicate Payee has the power to direct the disposition of the Pledged Shares while the security interest remains in place and (iii) Maker and the Pledging Shareholders shall deliver to Payee, with a copy to [INSERT NAME] (the “Transfer Agent”), irrevocable instructions, together with an opinion of counsel, providing that upon notice from the Payee, with copy to Maker, that an Event of Default has occurred and is continuing on such date, the Transfer Agent is authorized and instructed to transfer the Pledged Shares, free and clear of all legends and restrictions on transferability, into Payee’s name without any further action on the part of Maker or any Pledging Shareholder.

(c) At any time and from time to time, Maker shall take such steps as Payee may reasonably request for Maker (i) to obtain an acknowledgment, in form and substance reasonably satisfactory to Payee, of any bailee having possession of any of the Collateral, that such bailee holds such Collateral for Payee, (ii) to obtain control of any investment property, deposit accounts, letter-of-credit rights or electronic chattel paper (as such terms are defined in Article 9 of the Code) as set forth in Article 9 of the Code, and, where control is established by written agreement, such agreement shall be in form and substance reasonably satisfactory to Payee, and (iii) otherwise to insure the continued perfection of Payee’s security interest in any of the Collateral and of the preservation of its rights therein.

(d) Each Pledging Shareholder represents and warrants that:

i)	it is the record and beneficial owner of, and has good and marketable title to, the Pledged Shares listed<br>as owned by such Pledging Shareholder on the signature page hereto, free and clear of all liens, security interests, charges, claims,<br>restrictions and other encumbrances; and

ii)	it has not granted to any person or entity any options or other rights to buy any of the Pledged Shares.

Events of Default. Each of the following shall constitute an “Event of Default”:

7.1 Failure to Make Required Payments. Failure by Maker to pay the principal of or accrued interest on this Note within five (5) business days following the date when due (either at the Maturity Date or the date of any mandatory prepayment).

7.2 Bankruptcy, Etc. The filing, as to the Maker, (i) of an involuntary petition which is not dismissed within sixty (60) consecutive days; or (ii) of a voluntary petition under the provisions of the Federal Bankruptcy Code or any state statute for the relief of debtors or the Maker shall make a general assignment for the benefit of creditors.

7.3 Change of Control. The consummation of any transaction as a result of which the current equity holders of Maker own less than fifty percent (50%) of the equity interests of Maker after the transaction.

7.4 Sale of Assets. The consummation of a transaction resulting in the sale of all or substantially all of the assets of Maker or by any Maker’s primary operating subsidiaries.

7.5 Registration Statement Effectiveness. Failure of any required registration statement registering the resale of the Conversion Shares provided for in Section 4 to be declared effective by the SEC within 180 days from the date hereof.

Dividends. So long as this Note remains outstanding, the Maker shall not pay or declare any cash dividend or distribution on its ordinary shares.
Remedies. Upon the occurrence of an Event of Default specified in Section 7, the unpaid principal balance of, all accrued, unpaid interest thereon, and all other sums payable with regard to, this Note shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
Waivers. Maker waives presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment.
Costs. Maker and the Pledging Stockholders (pursuant to the Guaranteed Obligations) hereby agree to pay all reasonable costs of collection and any other enforcement of this Note, including reasonable attorneys’ fees and reasonable expenses and court costs.

5
Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery, or (iv) sent by e-mail, to the following addresses or to such other address as either party may designate by notice in accordance with this Section:

If to Maker:

Scage Future

2F, Building 6, No. 6 Fengxin Road

Yuhuatai District, Nanjing City

Jiangsu Province, 210012

People’s Republic of China

Email: wangli@scagefd.com

If to Payee:

EarlyBirdCapital, Inc.

366 Madison Avenue

8th Floor

New York, New York 10017

Email: slevine@ebcap.com

Governing Law. This Note will be deemed to have been made and delivered in New York City and will be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York without regard to the principles of conflict of laws. The Maker and each Pledging Shareholder hereby (i) agrees that any legal suit, action or proceeding arising out of or relating to this shall be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (ii) waives any objection to the venue of any such suit, action or proceeding and the right to assert that such forum is not a convenient forum for such suit, action or proceeding, (iii) waives trial by jury and (iv) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Maker and each Pledging Shareholder further agrees to accept and acknowledge service or any and all process that may be served in any such suit, action or proceeding in New York State Supreme Court, County of New York or in the United States District Court for the Southern District of New York and hereby appoints Puglisi & Associates located at 850 Library Avenue, Suite 204, Newark, Delaware 19711 as its agent to accept and acknowledge on its behalf such service.
Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Benefit. This Note shall be binding upon and inure to the benefit of the parties hereto and their legal representatives, successors and assigns.

6

IN WITNESS WHEREOF, the Maker hereby executes this Note on the day and year first above written.

SCAGE FUTURE
By:	/s/ Chao Gao
Name:	Chao Gao
Title:	Chairman and Chief Executive Officer

Pledging Shareholders who are not natural persons:
*(i.e., corporations, limited liability companies,*
partnerships, trusts or other entities)
Print Name of<br> Entity:	Kunshan Taimingtang Investment Center
Number of Shares:	1,000,000
---	---
By:	/s/ Jianwei Ma
---	---
Print Name:	Jianwei Ma
Print Title:	Authorized Signatory

Exhibit 8.1

List of Principal Subsidiaries

Name	Controlled by	Date ofIncorporation	Percentage ofeffectiveownership	Principal Activities
Scage International	Scage Future	December 8, 2021	100%	Investment holding
VVS International Limited	Scage International	December 21, 2021	100%	Investment holding
Scage (Hong Kong) Limited	VVS International Limited	January 3, 2022	100%	Investment holding
Nanjing Xinneng Hydrogen Automotive Technology Co., Ltd.	Scage (Hong Kong) Limited	December 1, 2021	100%	Investment holding
Nanjing Scage Automobile Technology Co., Ltd.	Nanjing Xinneng Hydrogen Automotive Technology Co., Ltd.	June 3, 2019	100%	Research and development of new energy vehicle technology, electronic devices and machinery; wholesale and retail of new energy vehicle, production and testing equipment, auto parts, electronic devices; vehicle rental, etc.
Nanjing Scage Intelligent Technology Co., Ltd.	Nanjing Scage Automobile Technology Co., Ltd.	May 17, 2021	100%	Vehicle rental, propose to engage in vehicle research and development, trial production, road test and other services and to cooperate with other entities on research and development according to the operation needs in the future
Scage (Beijing) Automotive Technology Co., Ltd.	Nanjing Scage Automobile Technology Co., Ltd.	April 12, 2021	100%	No actual operation, propose to engage in research and development of battery in the future
Scage (Shenzhen) Automotive Technology Co., Ltd.	Nanjing Scage Automobile Technology Co., Ltd.	August 19, 2021	100%	No actual operation, propose to engage in vehicle wholesale and retail in the future
Chengdu Duozhuo Automobile Technology Co., Ltd.	Nanjing Scage Automobile Technology Co., Ltd.	March 21, 2023	100%	No actual operation
---	---	---	---	---
Scage (Shanghai) Hydrogen Energy Technology Co., Ltd.	Nanjing Scage Automobile Technology Co., Ltd.	August 10, 2021	69.5%	Solid oxide electrolyzer and clean energy system development, renewable energy system and integrated energy system solution design and development in the future
Hebei Scage Qilian Automobile Technology Co., Ltd.	Nanjing Scage Automobile Technology Co., Ltd.	June 4, 2021	51%	No actual operation, propose to engage in vehicle wholesale and retail in the future
Scage (Shanghai) New Energy Technology Co., Ltd.	Nanjing Scage Automobile Technology Co., Ltd.	July 13, 2021	51%	No actual operation, propose to engage in new energy business in the future
Sichuan Scage Automobile Technology Co., Ltd.	Nanjing Scage Automobile Technology Co., Ltd.	August 20, 2021	51%	No actual operation, propose to engage in vehicle wholesale and retail in Sichuan Province and other provinces in western China in the future
Xinjiang Scage Chuangyuan Automobile Technology Co., Ltd.	Nanjing Scage Automobile Technology Co., Ltd.	May 20, 2021	51%	Vehicle wholesale and retail
Hunan Scage Automobile Technology Co., Ltd.	Nanjing Scage Automobile Technology Co., Ltd.	December 20, 2021	51%	No actual operation, propose to engage in vehicle wholesale and retail in the future
Scage Asia Limited	Scage (Hong Kong) Limited	December 4, 2023	72.5%	No actual operation, propose to engage in new energy business overseas in the future
Beijing Scage Future Automobile Co., Ltd.	Scage (Hong Kong) Limited	December 13, 2023	100%	No actual operation, propose to engage in new energy business in the future

Exhibit 15.1

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Introduction

Finnovate is providing the following selected unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the transactions.

The unaudited pro forma combined balance sheet as of December 31, 2024 gives pro forma effect to the Transactions as if they had been consummated as of that date. The unaudited pro forma combined statements of operations for the year ended June 30, 2024, and for the six months ended December 31, 2024, gives pro forma effect to the Transactions as if they had occurred as of the beginning of the earliest period presented. The pro forma financial information is presented based on Scage’s financial statements. As the business combination will be treated as a reverse merger, Scage has been determined to be the “acquiror” with its financial statements as of and for the six months end of December 31, 2024 as well as its financial statements for the year ended June 30, 2024. See “Accounting for the Transactions”.

This information should be read together with Scage’s and Finnovate’s audited financial statements and related notes, “Scage’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Finnovate’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other financial information included elsewhere in this report.

The unaudited pro forma combined balance sheet as of December 31, 2024 has been prepared using the following:

●	Scage’s historical consolidated balance sheet as of December 31, 2024, as included elsewhere in this report, and
●	Finnovate’s historical balance sheet as of December 31, 2024 as included elsewhere in this<br> report.
---	---

The unaudited pro forma combined statements of operations for the six months ended December 31, 2024 and for the year ended June 30, 2024 have been prepared using the following:

●

Scage’s historical consolidated statements of operations for the six months ended December 31, 2024, and for the fiscal year ended June 30, 2024, as included elsewhere in this report, and

●

Finnovate’s historical statements of operations for the six months ended December 31, 2024 was prepared by subtracting historical statements of operations for the six months ended June 30, 2024 from historical statements of operations for the year ended December 31, 2024. Finnovate’s historical statements of operations for the twelve months ended June 30, 2024 was prepared by adding historical statements of operations for the six months ended June 30, 2024 to historical statements of operations for the year ended December 31, 2023, and subtracting historical statements of operations for the six months ended June 30, 2023. Finnovate’s historical statement of operations for the years ended December 31, 2024 and 2023 are included elsewhere in this report. Finnovate’s historical statements of operations for the six months ended June 30, 2024 and 2023 are not included elsewhere in this report.

---

Description of the Transactions

On August 21, 2023, Finnovate Acquisition Corp, a Cayman Islands business company (“Finnovate” or the “Purchaser”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with Scage International Limited, an exempted company incorporated in the Cayman Islands (“Scage” or the “Company”), Scage Future, an exempted company incorporated with limited liability in the Cayman Islands (“PubCo”), Hero 1, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of PubCo (“Merger Sub I”), and Hero 2, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of PubCo (“Merger Sub II”).

Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), (a) First Merger Sub will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a wholly-owned subsidiary of PubCo and the outstanding Company Securities being converted into the right to receive PubCo Securities; (b) on the Closing Date and immediately following the First Merger, and as part of the same overall transaction as the First Merger, Second Merger Sub will merge with and into the Purchaser (the “Second Merger”, and together with the First Merger, the “Mergers”), with the Purchaser surviving the Second Merger as a wholly-owned subsidiary of PubCo and the outstanding Purchaser Securities being converted into the right to receive PubCo Securities.

Under the Business Combination Agreement, the Aggregate Merger Consideration Amount to be paid to the shareholders of Scage is (a) Eight hundred million U.S. Dollars (US$800,000,000) minus (b) if Closing Net Debt is a positive number, the amount of Closing Net Debt, plus (c) if Closing Net Debt is a negative number, the absolute value of the amount of Closing Net Debt. The Aggregate Merger Consideration will be paid entirely in shares, comprised of newly issued ordinary shares of the PubCo, including those represented by PubCo ADSs.

As a result of the Mergers, (a) on the Closing Date and immediately prior to the First Merger Effective Time, each Company Preferred Share that is issued and outstanding immediately prior to the First Merger Effective Time shall be cancelled in exchange for the right to receive a number of validly issued, fully paid and non-assessable Company Ordinary Shares at the then effective conversion rate as calculated pursuant to the then effective amended and restated articles of associations of the Company (the “Conversion”); (b) each Company Ordinary Share that is issued and outstanding immediately prior to the First Merger Effective Time and after the Conversion shall, as of the First Merger Effective Time, be cancelled by virtue of the First Merger and converted into the right to receive 100% of such number of PubCo Ordinary Shares equal to the Exchange Ratio in the form of PubCo ADSs; (c) any Company Convertible Security, to the extent then outstanding and unexercised immediately prior to the First Merger Effective Time, shall automatically, without any action on the part of the holder thereof, be assumed by the PubCo and converted into a convertible security of PubCo, subject to the same terms and conditions as were applicable to the corresponding former Company Convertible Securities immediately prior to the First Merger Effective Time, taking into account any changes thereto by reason of the Agreement or the Transactions; (d) each ordinary share of the Purchaser that is issued and outstanding immediately prior to the Effective Time other than those held by the Insiders shall be cancelled and converted automatically into the right to receive one PubCo ADS; and (e) each ordinary share of the Purchaser that is issued and outstanding immediately prior to the Effective Time held by the Insiders shall be cancelled and converted automatically into the right to receive one PubCo Ordinary Share. Each outstanding Purchaser Public Warrant and Purchaser Private Warrant shall be converted into one PubCo Public Warrant and one PubCo Private Warrant, respectively.

The following table presents the shares outstanding upon the Closing:

	Shares outstanding
	Ownersihp in shares		Ownership %
Finnovate shares held by public shareholders^1^		99,085		0.1	%
Finnovate shares held by Founders		4,312,500		6.0	%
Finnovate shares held by EBC		150,000		0.2	%
Shares issued to a capital market advisor		200,000		0.3	%
Shares issued to Scage shareholders in Business Combination^2^		67,482,407		93.4	%
Total PubCo shares outstanding		72,243,992		100.0	%
1.	99,085 Finnovate shares held by public shareholders remained after the redemption of 766,207 shares in June 2025.
---	---
2.	Scage International had entered into two subscription agreements with a single investor on August 23, 2024 and October 20, 2024, respectively.<br>Pursuant to the subscription agreements, the investor subscribed for an aggregate of 3,442,342 ordinary shares of Scage International<br>for an aggregate purchase price of $20 million. If the subscribed for 3,442,342 ordinary shares of Scage International were to be converted<br>at the Exchange Ratio, they would convert into 1,666,405 ordinary shares of PubCo. Such shares are included in the 67,482,407 shares issued<br>to Scage shareholders in the Business Combination.
---	---

Accounting for the Transactions

The Transactions will be accounted for as a reverse merger in accordance with U.S. GAAP. Under this method of accounting, Finnovate will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on Scage shareholders expecting to have a majority of the voting power of the combined company, Scage comprising the ongoing operations of the combined entity, Scage comprising a majority of the governing body of the combined company, and Scage’s senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Transactions will be treated as the equivalent of Scage issuing shares for the net assets of Finnovate, accompanied by a recapitalization. The net assets of Finnovate will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions will be those of Scage.

Scage has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

●	Scage’s stockholders will have the majority voting<br>interest in PubCo under both the no redemption and Contractual Maximum Redemption scenarios;
●	The PubCo Board will be composed of directors appointed by<br>Scage;
---	---
●	Scage’s senior management will be the senior management<br>of PubCo;
---	---
●	The business of Scage will comprise the ongoing operations<br>of PubCo; and
---	---
●	Scage is the larger entity, in terms of substantive assets.
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Basis of Pro Forma Presentation

The historical financial information has been adjusted to give pro forma effect to events that depict the accounting for the transaction (“Transaction Accounting Adjustments”). The pro forma financial information does not give effect to any anticipated synergies and dis-synergies identified by management (“Management’s Adjustments”) in the business combination and the management elected not to present any Management’s Adjustments. The unaudited pro forma condensed combined financial statements were prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, SEC Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Business.”

The unaudited pro forma combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. Scage and Finnovate have not had any historical relationship prior to the Transactions. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

There is no historical activity with respect to PubCo, First Merger Sub and Second Merger Sub, and accordingly, no adjustments were required with respect to these entities in the pro forma combined financial statements.

Included in the shares outstanding and weighted average shares outstanding as presented in the pro forma combined financial statements are approximately 67,482,407 Ordinary Shares of PubCo to be issued to the Sellers in the form of PubCo ADSs, such amount calculated using Scage’s aggregate ordinary shares issued and outstanding on an as-converted basis as of June 30, 2024 (but excluding ordinary shares to be issued upon the conversion of convertible debts) times Exchange Ratio. Exchange Ratio (approximately 0.4841 as calculated below) represents the quotient obtained by dividing (i) the Company Merger Shares (approximately 67,848,091 shares as calculated below) as of the First Merger Effective Time divided by (ii) the aggregate number of, without duplication, Company Ordinary Shares that are (i) issued and outstanding, and (ii) issuable directly or indirectly upon, or subject to, the conversion, exercise or settlement of any Company Preferred Shares and Company Convertible Securities (including Scage’s 104,766,463 ordinary shares issued and outstanding as of June 30, 2024, Scage’s 3,442,342 ordinary shares issuable upon the receipt of investment in November 2024, Scage’s 31,191,586 convertible redeemable preferred shares issued and outstanding as of June 30, 2024, and 755,383 ordinary shares issuable upon the conversion of an outstanding convertible debt as of June 30, 2024. Company Merger Shares refer to a number of PubCo Ordinary Shares in the form of PubCo ADSs equal to the quotient determined by dividing (i) the Aggregate Merger Consideration Amount (the total Merger Consideration Amount of $800,000,000 minus the Closing Net Debt of $7,534,292 of Scage) by (ii) Per Share Price (the Redemption Price of approximately $11.68 per share). Per Share Price means the Redemption Price, which shall be no less than the par value of Purchaser Ordinary Shares.

Upon the completion of the Business Combination, prior to giving effect to any warrant exercises and assuming automatic conversion of rights into ordinary shares, no conversion of outstanding convertible bonds of Scage International and no exercise of Finnovate Warrants or PubCo Warrants, Finnovate Public Shareholders, the Sponsor and its distributees and other Initial Shareholders, Scage International’s shareholders, and other Investors will own approximately 0.1%, 6.0%, 93.7%, and 0.2% of the outstanding shares of PubCo, respectively, such percentages calculated assuming that Scage International’s shareholders and their affiliates receive approximately 67,482,407 Ordinary Shares of PubCo in the form of PubCo ADSs, derived from the shares outstanding and weighted average shares outstanding as presented in the pro forma combined financial statements (after rounding adjustment).

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCESHEET

AS OFDecember 31, 2024

						Actual Redemption
			Scage^B^			Transaction accounting adjustments				Pro Forma Balance Sheet
ASSETS
Current assets
Cash	769		$	667,389		$	10,541,146		(1)	$	75,230
	—			—			(1,800,000	)	(2)		—
	—			—			(9,334,074	)	(10)		—
	—			—			316,520		(7)		—
	—			—			(316,520	)	(8)		—
Accounts receivables, net	—			6,071,596			—				6,071,596
Prepaid expenses and other current assets, net	24,030			3,732,395	(14)		(316,520	)	(7)		3,439,905
Inventories, net	—			1,510,581			—				1,510,581
Amount due from a related party	—			44,969			(44,969	)	(9)		—
Total Current<br> Assets	24,799			12,026,930			(954,417	)			11,097,312
Non-current assets:
Investment held in Trust Account	10,208,877			—			332,269		(1)		—
	—			—			(10,541,146	)	(1)		—
Property and equipment, net	—			876,183			—				876,183
Right-of-use asset, net	—			204,062			—				204,062
Long-term investment	—			20,000,000			—				20,000,000
Deferred offering costs	—			653,894			(653,894	)	(2)		—
Other non-current assets	—			30,585			—				30,585
Total Non-current<br> Assets	10,208,877			21,764,724			(10,862,771	)			21,110,830
Total Assets	10,233,676			33,791,654			(11,817,188	)			32,208,142
LIABILITIES
Current liabilities
Short-term borrowings	—			7,397,970			—				7,397,970
Accounts payable	—			5,985,593			—				5,985,593
Contract liabilities	—			576,459			—				576,459
Convertible bonds, current	—			869,261			—				869,261
Extension note payable	1,368,264			—			217,289		(1)		—
	—			—			(1,585,553	)	(2)		—
Accrued expenses and other payables	2,138,556			3,977,268			1,811,770		(2)		7,927,594
Operating lease liabilities, current	—			220,201			—				220,201
Amounts due to related parties	83,600			339,354			400,000		(5)		822,954
Working capital loan – related party	1,204,630	(14)		—			—				1,204,630
Promissory note payable to Scage	316,520			—			(316,520	)	(8)		—
Total Current Liabilities	5,111,570			19,366,106			526,986				25,004,662
Long-term borrowings	—			2,000,000			—				2,000,000
Total Liabilities	5,111,570			21,366,106			526,986				27,004,662
Commitments and Contingencies
Mezzanine equity	—			19,394,325			(19,394,325	)	(4)		—
Redeemable non-controlling interests	—			4,564,821			—				4,564,821
Class A Ordinary Shares subject to possible redemption,<br> 865,292 shares at redemption value of 11.80 at December 31, 2024	10,208,877			—			(874,803	)	(3)		—
							(9,334,074	)	(10)

All values are in US Dollars.

	Historical				Actual Redemption
	Finnovate^A^		Scage^B^		Transaction accounting adjustments			Pro Forma Balance Sheet
SHAREHOLDERS’ (DEFICIT)/EQUITY
Ordinary shares (par value of $0.00001 per<br> share; 4,968,808,414 shares authorized as of December 31, 2024; 108,208,805 issued and outstanding as of December 31, 2024)	—		1,082		6,142		(4)	7,224
Preference<br> Shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding	—		—		—			—
Class<br> A ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 4,462,499 shares issued and outstanding (excluding 865,292 subject<br> to possible redemption) at December 31, 2024	446		—		(446	)	(4)	—
Class B<br> Ordinary Shares, $0.0001 par value, 50,000,000 shares authorized, 1 issued and outstanding shares	—		—		—			—
Additional paid-in capital	—		18,478,632		(2,517,143	)	(2)	31,252,684
	—		—		874,803		(3)	—
	—		—		14,301,412		(4)	—
	—		—		114,980		(6)	—
Accumulated deficit	(5,087,217	)	(31,220,141	)	(162,968	)	(2)	(31,828,078)
	—		—		5,087,217		(4)	—
	—		—		(400,000	)	(5)	—
	—		—		114,980		(1)	—
	—		—		(114,980	)	(6)	—
	—		—		(44,969	)	(9)	—
Accumulated other comprehensive<br> income	—		1,468,757		—			1,468,757
Non-controlling interests	—		(261,928	)	—			(261,928	)
Total Shareholders’ (Deficit) Equity	(5,086,771	)	(11,533,598	)	17,259,028			638,659
Total liabilities, ordinary shares subject to possible redemption and shareholders’ (deficit) equity	10,233,676		33,791,654		(11,817,188	)		32,208,142

Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments

The pro forma adjustment to the unaudited pro forma condensed combined balance sheet consists of the following:

(A)	Derived from the audited balance sheet of Finnovate as of December<br>31, 2024.
(B)	Derived from the unaudited balance sheet of Scage as of December<br>31, 2024.
---	---
(1)	Reflects the release of cash from investment held in the Trust<br>Account as of June 27, 2025, including trust account balance of US$10,208,877 as of December 31, 2024, interest income US$114,980 earned<br>from January 1, 2025 to May 31, 2025, and extension payments of US$217,289 deposited into the trust account.
---	---
(2)	Reflects future payment of US$3.6 million ($1.8 million<br>in cash and $1.8 million will be recorded as Accrual expenses and other payables) upon consummation of Business Combination and reduction<br>of deferred offering costs of US$653,894, which was already reflected on Scage’s historical balance sheet. Future payments include<br>transaction costs of US$0.4 million ($0.2 million to be expensed and $0.2 million to be capitalized) and US$3.3 million to be paid by<br>Scage and Finnovate, respectively, in relation to the Business Combination and Private Placement, including advisory, banking, printing,<br>legal and accounting services).
---	---

US$3.3 million transaction costs to be paid by Finnovate mainly includes (i) US$1,368,264 of extension note payable that already are reflected on Finnovate’s historical balance sheet (US$1.1 million of extension note payable from June 2023 Promissory Note, US$225,000 of extension note payable from May 2024 Promissory Note and US$43,264 of extension note payable from November 2024 Promissory Note); (ii) transaction fees that have not been reflected on Finnovate’s historical balance sheet (US$3.3 million of transaction expenses to be paid relates to de-spac process, the remaining US$217,289 (“November 2024 Promissory Note”) deposited to the Trust Account since January 2025 to May 2025. As of December 31, 2024, the Sponsor has deposited US$1.1 million from June 2023 Note, US$225,000 from May 2024 Promissory Note and US$260,553 from November 2024 Promissory Note into the Trust Account and recorded as Extension Note Payable. The remaining US$0.1 million from the June 2023 Note will not be withdrawn.

As a result of a capital reorganization, transaction costs that are directly relating to the Business Combination will offset additional-paid-in capital and the remaining transaction costs will be adjusted to accumulated deficit.

(3)	Reflects Finnovate shares previously subject to redemption for<br>cash amounting to US$874,803 are transferred to shareholders’ equity.
(4)	In the reverse merger, the historical equity of Finnovate will<br>be eliminated and is the equivalent of Scage issuing shares for the net assets of Finnovate, accompanied by a recapitalization. Upon<br>Closing, all Finnovate’s ordinary shares and issued and outstanding held by the Insiders prior to the Closing, will be cancelled<br>and converted automatically into PubCo’s ordinary shares, and Finnovate’s ordinary shares issued and outstanding other than<br>those held by the Insiders and Scage’s shares, including all Scage’s ordinary shares issued and outstanding and shares potentially<br>converted from convertible redeemable preferred shares and convertible debt, shall also be cancelled and converted into PubCo ADSs. Scage<br>is considered the predecessor entity to PubCo and its share capital will represent that of PubCo after the business combination. The<br>adjustment (4) reflects (i) recapitalization of Scage through the issuance of Finnovate shares and eliminating Finnovate historical accumulated<br>deficit; and (ii) the contribution of all the share capital in Scage to Finnovate.
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(5)	Reflects recognition of payble to a financial consultant, 3A<br>Partners, upon Closing. According to the service agreement (amended in October 2024) with the financial consultant, upon the Closing,<br>Finnovate shall pay to the financial consultant a fee in cash equal to 0.05% of the implied enterprise value of the target company, or<br>$400,000 provided for in the Transaction immediately prior to the closing of the Transaction. With consent by the financial consultant,<br>all or any portion of the Fee may be payable in newly-issued of its ordinary shares at redemption price.
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(6)	Reflects the reclassification of interest income of US$114,980<br>earned from January 1, 2025 to May 30, 2025 from Finnovate’s retained earnings to PubCo’s additional paid-in capital. The<br>same as the settlement of Finnovate’s historical retained earnings as of June 30, 2024 in Adjustment (4).
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(7)	Reflects the retrieval of the promissory note upon the consummation<br>of the Business Combination. On January 26, 2024, Finnovate issued a promissory note with the principal of up to US$1.5 million<br>to Scage (“January 2024 Note”). No interest shall be accrued on the unpaid principal amount of this note. The principal<br>balance of this note shall be due and payable in cash on the earlier of (a) the consummation of business combination and (b) the<br>date of the liquidation of Finnovate. Scage recorded it as a promissory note receivable, which will be settled upon the consummation<br>of business combination. Upon closing, the impact resulting from the promissory note receivable is net cash inflow of US$0.2 million.
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(8)	Refers to Adjustment (7).
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(9)	Reflects the combination of Scage Future’s financial statement<br>and the elimination of intercompany balance between Scage Future and Scage International Limited. As of December 31, 2024, Scage Future<br>recorded accumulated deficit and amount due to Scage International Limited of $44,969, which will be eliminated with amount due from<br>Scage Future recorded by Scage International Limited upon closing.
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(10)	Reflects the payments for subsequent redemption in June 2025<br>of 766,207 shares with the consideration of $9,334,074.
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(11)	Reflects the retrieval of the promissory note upon the consummation<br>of the Business Combination. On January 26, 2024, Finnovate issued a promissory note with the principal of up to US$1.5 million<br>to Scage (“January 2024 Note”). No interest shall be accrued on the unpaid principal amount of this note. The principal<br>balance of this note shall be due and payable in cash on the earlier of (a) the consummation of business combination and (b) the<br>date of the liquidation of Finnovate. Upon lending US$0.2 million as of June 30, 2024 and US$106,520 subsequently as of October<br>31, 2024, Scage recorded it as a promissory note receivable, which will be settled upon the consummation of business combination. Upon<br>closing, the impact resulting from the promissory note receivable is net cash inflow of US$0.2 million.
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(14)	Scage’s receivables from third parties within Prepaidexpenses and other current assets, net consist of multiple non-interest bearing loans to a couple of third parties (“the Borrowers”),<br>who are business partners of 3A Partners Limited, an affiliate of a consultant of Finnovate. The Borrowers utilized the funds from Scage<br>to provide financial support to Sunorange. Finnovate’s Working capital loan—related party to Sunorange represents<br>the borrowing from Sunorange and was used to pay fees for the business combination. The balances are not offset as there is no intention<br>among the involved parties for such an action. Instead, the parties involved will fulfill their respective obligations through direct<br>repayment as stipulated in the corresponding agreements.
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTOF OPERATIONSFOR THE SIX MONTHS ENDED DECEMBER 31, 2024

	Historical						Actual Redemption
	Finnovate^A^			Scage^B^			Transaction<br><br>accounting<br><br>adjustments				Pro Forma<br><br>Income<br><br>Statement
Revenues	$	—		$	7,147,668		$	—			$	7,147,668
Cost of sales		—			(7,868,925	)		—				(7,868,925	)
General and administrative expenses		(845,127	)		(2,144,780	)		—				(2,989,907	)
Research and development expenses					(843,083	)		—				(843,083	)
Selling expenses		—			(202,659	)		—				(202,659	)
Total operating losses		(845,127	)		(3,911,779	)		—				(4,756,906	)
Other income (expense):
Other income		—			38,848			—				38,848
Financial income/(expense), net		137			(140,601	)		—				(140,464	)
Interest earned on investment held in Trust Account		437,028			—			(437,028	)	(1)		—
Total other (loss)/income, net		437,165			(101,753	)		(437,028	)			(101,616	)
Loss before provision for income taxes		(407,962	)		(4,013,532	)		(437,028	)			(4,858,522	)
Income tax benefit		—			—			—				—
Net loss		(407,962	)		(4,013,532	)		(437,028	)			(4,858,522	)
Less: Net loss contributed to noncontrolling interests		—			(62,324	)		—				(62,324	)
Less: Net loss attributable to redeemable non-controlling interests		—			(409	)		—				(409	)
Net loss contributed to shareholders		(407,962	)		(3,950,799	)		(437,028	)			(4,795,789	)
Accretion of convertible redeemable preferred shares		—			—			—				—
Accretion of redeemable non-controlling interest		—			—			—				—
Net income/(loss) attributable to ordinary shareholders		(407,962	)		(3,950,799	)		(437,028	)			(4,795,789	)
Weighted average shares outstanding of ordinary shares		—			105,556,509			(33,312,517	)	(2)		72,243,992
Weighted average shares outstanding of redeemable ordinary shares		1,354,154						(1,354,154	)			—
Basic and diluted loss per ordinary share	$	(0.07	)		(0.04	)		—			$	(0.07	)
Weighted average shares outstanding of non-redeemable ordinary shares		4,462,500
Basic and diluted loss per ordinary share	$	(0.07	)

Unaudited Pro Forma Condensed combined Statement of Operations Adjustments

The notes and pro forma adjustments to the unaudited condensed combined pro forma statements of operations consist of the following:

(A)	Derived from Finnovate’s unaudited condensed statement<br>of operations for the six months ended June 30, 2024 and 2023, and audited statement of operations for the year ended<br>December 31, 2024.
(B)	Derived from Scage’s unaudited statement of operations<br>for the six months ended December 31, 2024.
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(1)	Represents an adjustment to eliminate interest income related<br>to cash and investment held in Trust Account.
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(2)	The calculation of weighted average shares outstanding for basic<br>and diluted net loss per share assumes that the initial business combination occurred as of the earliest period presented. In addition,<br>as the Business Combination is being reflected as if it had occurred on this date, the calculation of weighted average shares outstanding<br>for basic and diluted net loss per share assumes that the shares have been outstanding for the entire period presented. This calculation<br>is retroactively adjusted to eliminate the number of shares redeemed in the Business Combinations for the entire period.
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTOF OPERATIONSFOR THE YEAR ENDED JUNE 30, 2024

	Historical						Actual Redemption
	Finnovate^A^			Scage^B^			Transaction<br><br>accounting<br><br>adjustments				Pro Forma<br><br>Income<br><br>Statement
Revenues	$	—		$	6,111,141		$	—			$	6,111,141
Formation and operating costs		—			(5,574,685	)		—				(5,574,685	)
Impairment of long-lived assets		—			(200,841	)		—				(200,841	)
General and administrative expenses		(1,923,964	)		(3,863,434	)		(4,371,792	)	(3)		(10,159,190	)
Research and development expenses					(1,698,494	)		—				(1,698,494	)
Selling expenses		—			(648,301	)		—				(648,301	)
Total operating losses		(1,923,964	)		(5,874,614	)		(4,371,792	)			(12,170,370	)
Other income (expense):
Other income		—			263,685			—				263,685
Financial income/(expense), net		491			(369,847	)		—				(369,356	)
Interest earned on investment held in Trust Account		2,204,499			—			(2,204,499	)	(1)		—
Total other (loss)/income, net		2,204,990			(106,162	)		(2,204,499	)			(105,671	)
Income/(Loss) before provision for income taxes		281,026			(5,980,776	)		(6,576,291	)			(12,276,041	)
Income tax benefit		—			—			—				—
Net income/(loss)		281,026			(5,980,776	)		(6,576,291	)			(12,276,041	)
Less: Net loss contributed to noncontrolling interests		—			(158,597	)		—				(158,597	)
Less: Net loss attributable to redeemable non-controlling interests		—			(7,738	)		—				(7,738	)
Net income/(loss) contributed to shareholders		281,026			(5,814,441	)		(6,576,291	)			(12,109,706	)
Accretion of convertible redeemable preferred shares		—			—			—				—
Accretion of redeemable non-controlling interest		—			(1,851,388	)		—				(1,851,388	)
Net income/(loss) attributable to ordinary shareholders		281,026			(7,665,829	)		(6,576,291	)			(13,961,094	)
Weighted average shares outstanding of ordinary shares		—			104,766,463			(32,522,471	)	(2)		72,243,992
Weighted average shares outstanding of redeemable ordinary shares		4,245,962						(4,245,962	)			—
Basic and diluted earnings/(loss) per ordinary share	$	0.03			(0.07	)		—			$	(0.19	)
Weighted average shares outstanding of non-redeemable ordinary shares		4,462,500
Basic and diluted earnings per ordinary share	$	0.03

Notes and adjustment to Unaudited Pro Forma Condensed combined Statementof Operations

The notes and pro forma adjustments to the unaudited condensed combined pro forma statements of operations consist of the following:

(A)	Derived from Finnovate’s unaudited condensed statement<br>of operations for the six months ended June 30, 2024 and 2023, and audited statement of operations for the year ended<br>December 31, 2023.
(B)	Derived from Scage’s audited statement of operations for<br>the year ended June 30, 2024.
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(1)	Represents an adjustment to eliminate interest income related<br>to cash and investment held in Trust Account.
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(2)	The calculation of weighted average shares outstanding for basic<br>and diluted net loss per share assumes that the initial business combination occurred as of the earliest period presented. In addition,<br>as the Business Combination is being reflected as if it had occurred on this date, the calculation of weighted average shares outstanding<br>for basic and diluted net loss per share assumes that the shares have been outstanding for the entire period presented. This calculation<br>is retroactively adjusted to eliminate the number of shares redeemed in the Business Combinations for the entire period.
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(3)	To reflect Finnovate’s transaction costs to be incurred<br>of $4.4 million (including $3.8 million transaction expenses to be incurred/paid and $400,000 to be paid to a financial consultant (Adjustment<br>2 and Adjustment 4 of unaudited pro forma condensed balance sheet)) and Scage’s transaction costs of $0.2 million that are not<br>directly and incremental to the Business Combination and should be expensed.
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Exhibit15.2

IndependentRegistered Public Accounting Firm’s Consent

We consent to the use in this Form 20-F of our report dated September 16, 2024 relating to the financial statements of Scage Future appearing in this Form 20-F. We also consent to the reference to us under the heading “Experts” in such Form 20-F.

/s/ Marcum Asia CPAs LLP

Beijing, the People’s Republic of China

July 3, 2025

BEIJING OFFICE ● Units 06-09 ● 46th Floor ● China World Tower B ● No. 1 Jian Guo Men Wai Avenue ● Chaoyang District ● Beijing ● 100004

Phone 8610.8518.7992 ● Fax 8610.8518.7993 ● www.marcumasia.com

Exhibit15.3

IndependentRegistered Public Accounting Firm’s Consent

We consent to the use in this Form 20-F of our report dated October 18, 2024 relating to the financial statements of Scage International Limited appearing in this Form 20-F. We also consent to the reference to us under the heading “Experts” in such Form 20-F.

/s/ Marcum Asia CPAs LLP

Beijing, the People’s Republic of China

July 3, 2025

BEIJING OFFICE ● Units 06-09 ● 46th Floor ● China World Tower B ● No. 1 Jian Guo Men Wai Avenue ● Chaoyang District ● Beijing ● 100004

Phone 8610.8518.7992 ● Fax 8610.8518.7993 ● www.marcumasia.com

exhibit 15.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated June 5, 2025 with respect to the financial statements of Finnovate Acquisition Corp. as of and for the year ended December 31, 2024 in this Annual Report on Form 20-F and the related Prospectus of Scage Future filed with the Securities and Exchange Commission.

/s/ HTL International, LLC

Houston, TX

July 3, 2025