Hutchison China MediTech Limited
(Name of Issuer) Ordinary shares, par value US$0.10 per share (Title of Class of Securities) 44842L 103** |
(CUSIP Number)
|
Michael Gosk
c/o General Atlantic Service Company, L.P. 55 East 52nd Street, 33rd Floor New York, New York 10055 (212) 715-4000 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications) |
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 2 of 24
|
1
|
NAME OF REPORTING PERSON
General Atlantic Singapore HCM Pte. Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
36,666,670
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 3 of 24
|
1
|
NAME OF REPORTING PERSON
General Atlantic Singapore Fund Pte. Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
36,666,670
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 4 of 24
|
1
|
NAME OF REPORTING PERSON
General Atlantic Singapore Interholdco Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
36,666,670
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 5 of 24
|
1
|
NAME OF REPORTING PERSON
General Atlantic Partners (Bermuda) IV, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
36,666,670
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 6 of 24
|
1
|
NAME OF REPORTING PERSON
General Atlantic Partners (Bermuda) EU, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
36,666,670
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 7 of 24
|
1
|
NAME OF REPORTING PERSON
General Atlantic Partners (Lux) SCSp, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
36,666,670
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 8 of 24
|
1
|
NAME OF REPORTING PERSON
General Atlantic GenPar (Lux) SCSp, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
36,666,670
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 9 of 24
|
1
|
NAME OF REPORTING PERSON
General Atlantic (Lux) S.à r.l.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
36,666,670
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 10 of 24
|
1
|
NAME OF REPORTING PERSON
General Atlantic GenPar (Bermuda), L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
36,666,670
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 11 of 24
|
1
|
NAME OF REPORTING PERSON
GAP (Bermuda) Limited
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
36,666,670
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 12 of 24
|
1
|
NAME OF REPORTING PERSON
General Atlantic LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
36,666,670
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 13 of 24
|
1
|
NAME OF REPORTING PERSON
GAP Coinvestments III, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
36,666,670
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 14 of 24
|
1
|
NAME OF REPORTING PERSON
GAP Coinvestments IV, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
36,666,670
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 15 of 24
|
1
|
NAME OF REPORTING PERSON
GAP Coinvestments V, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
36,666,670
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 16 of 24
|
1
|
NAME OF REPORTING PERSON
GAP Coinvestments CDA, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
36,666,670
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
36,666,670
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,666,670
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 17 of 24
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 18 of 24
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 19 of 24
|
CUSIP No. 44842L103
|
SCHEDULE 13D
|
Page 20 of 24
|
Exhibit 1:
|
Agreement relating to the filing of joint acquisition statements as required by Rule 13d‑1(k)(1) under the Exchange Act.
|
Exhibit 2:
|
Securities Subscription Agreement between Hutchison China MediTech Limited and General Atlantic Singapore HCM Pte. Ltd., dated as of June 25, 2020.
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CUSIP No. 44842L103
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SCHEDULE 13D
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Page 21 of 24
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GENERAL ATLANTIC SINGAPORE HCM PTE. LTD.
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By:
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/s/ Ong Yu Huat
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Name:
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Ong Yu Huat
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Title:
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Director
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GENERAL ATLANTIC SINGAPORE FUND PTE. LTD. | ||||
By: |
/s/ Ong Yu Huat | |||
Name: |
Ong Yu Huat |
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Title: |
Director |
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GENERAL ATLANTIC SINGAPORE INTERHOLDCO LTD.
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Director
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GENERAL ATLANTIC PARTNERS (BERMUDA) IV, L.P. | ||||
By:
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General Atlantic GenPar (Bermuda), L.P., its General Partner
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By:
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GAP (Bermuda) Limited, its General Partner
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Director
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CUSIP No. 44842L103
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SCHEDULE 13D
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Page 22 of 24
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GENERAL ATLANTIC PARTNERS (BERMUDA) EU, L.P.
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By:
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General Atlantic GenPar (Bermuda), L.P., its General Partner
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By:
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GAP (Bermuda) Limited, its General Partner
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title: |
Director |
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GENERAL ATLANTIC PARTNERS (LUX) SCSP, L.P.
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By:
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General Atlantic GenPar (Lux) SCSp, L.P., its General Partner
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By: |
General Atlantic (Lux) S.à r.l., its General Partner
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By:
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/s/ Ingrid van der Hoorn
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Name:
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Ingrid van der Hoorn
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Title:
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Manager A
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By: |
/s/ Peter Klinker |
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Name: |
Peter Klinker |
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Title:
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Manager B |
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GENERAL ATLANTIC GENPAR (LUX) SCSP, L.P.
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By: |
General Atlantic (Lux) S.à r.l., its General Partner
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By:
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/s/ Ingrid van der Hoorn
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Name:
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Ingrid van der Hoorn
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Title:
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Manager A
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By: |
/s/ Peter Klinker |
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Name: |
Peter Klinker |
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Title: |
Manager B |
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CUSIP No. 44842L103
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SCHEDULE 13D
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Page 23 of 24
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GENERAL ATLANTIC (LUX) S.À R.L.
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By:
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/s/ Ingrid van der Hoorn
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Name:
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Ingrid van der Hoorn
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Title:
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Manager A
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By: |
/s/ Peter Klinker | |||
Name: |
Peter Klinker | |||
Title: |
Manager B |
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GENERAL ATLANTIC GENPAR (BERMUDA), L.P.
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By:
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GAP (Bermuda) Limited, its General Partner
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Director
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GAP (BERMUDA) LIMITED
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Director
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GENERAL ATLANTIC LLC
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Director
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GAP COINVESTMENTS III, LLC
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By:
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General Atlantic LLC, its Managing Member
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Director
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CUSIP No. 44842L103
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SCHEDULE 13D
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Page 24 of 24
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GAP COINVESTMENTS IV, LLC |
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By: |
General Atlantic LLC, its Managing Member | |||
By: |
/s/ Michael Gosk |
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Name: |
Michael Gosk |
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Title: |
Director |
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GAP COINVESTMENTS V, LLC |
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By: |
General Atlantic LLC, its Managing Member | |||
By: |
/s/ Michael Gosk |
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Name: |
Michael Gosk |
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Title: |
Director |
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GAP COINVESTMENTS CDA, L.P.
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By:
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General Atlantic LLC, its Managing Member
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Director
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Name
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Business Address
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Citizenship
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William E. Ford
(Chief Executive Officer)
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55 East 52nd Street
33rd Floor
New York, New York 10055
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United States
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Gabriel Caillaux
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23 Savile Row
London W1S 2ET
United Kingdom
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France
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Andrew Crawford
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55 East 52nd Street
33rd Floor
New York, New York 10055
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United States
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Martin Escobari
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55 East 52nd Street
33rd Floor
New York, New York 10055
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Bolivia and Brazil
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Anton J. Levy
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55 East 52nd Street
33rd Floor
New York, New York 10055
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United States
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Sandeep Naik
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Level 19, Birla Aurora
Dr. Annie Besant Road
Worli, Mumbai 400 030
India
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United States
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Graves Tompkins
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55 East 52nd Street
33rd Floor
New York, New York 10055
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United States
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Robbert Vorhoff
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55 East 52nd Street
33rd Floor
New York, New York 10055
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United States
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Name
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Business Address
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Citizenship
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Ong Yu Huat
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Asia Square Tower 1
8 Marina View, #41-04
Singapore 018960
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Malaysia
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Izkandar Edward Heylett
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Asia Square Tower 1
8 Marina View, #41-04
Singapore 018960
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Malaysia
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Name
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Business Address
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Citizenship
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J. Frank Brown
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55 East 52nd Street
33rd Floor
New York, New York 10055
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United States
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Michael Gosk
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55 East 52nd Street
33rd Floor
New York, New York 10055
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United States
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Christopher G. Lanning
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55 East 52nd Street
33rd Floor
New York, New York 10055
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United States
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GENERAL ATLANTIC SINGAPORE HCM PTE. LTD.
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By:
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/s/ Ong Yu Huat
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Name:
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Ong Yu Huat
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Title:
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Director
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GENERAL ATLANTIC SINGAPORE FUND PTE. LTD. | ||||
By: |
/s/ Ong Yu Huat | |||
Name: |
Ong Yu Huat |
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Title: |
Director |
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GENERAL ATLANTIC SINGAPORE INTERHOLDCO LTD.
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Director
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GENERAL ATLANTIC PARTNERS (BERMUDA) IV, L.P. | ||||
By:
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General Atlantic GenPar (Bermuda), L.P., its General Partner
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By:
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GAP (Bermuda) Limited, its General Partner
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Director
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GENERAL ATLANTIC PARTNERS (BERMUDA) EU, L.P.
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By:
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General Atlantic GenPar (Bermuda), L.P., its General Partner
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By:
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GAP (Bermuda) Limited, its General Partner
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title: |
Director |
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GENERAL ATLANTIC PARTNERS (LUX) SCSP, L.P.
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By:
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General Atlantic GenPar (Lux) SCSp, L.P., its General Partner
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By: |
General Atlantic (Lux) S.à r.l., its General Partner
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By:
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/s/ Ingrid van der Hoorn
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Name:
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Ingrid van der Hoorn
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Title:
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Manager A
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By: |
/s/ Peter Klinker |
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Name: |
Peter Klinker |
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Title:
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Manager B |
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GENERAL ATLANTIC GENPAR (LUX) SCSP, L.P.
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By: |
General Atlantic (Lux) S.à r.l., its General Partner
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By:
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/s/ Ingrid van der Hoorn
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Name:
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Ingrid van der Hoorn
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Title:
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Manager A
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By: |
/s/ Peter Klinker |
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Name: |
Peter Klinker |
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Title: |
Manager B |
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GENERAL ATLANTIC (LUX) S.À R.L.
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By:
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/s/ Ingrid van der Hoorn
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Name:
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Ingrid van der Hoorn
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Title:
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Manager A
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By: |
/s/ Peter Klinker | |||
Name: |
Peter Klinker | |||
Title: |
Manager B |
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GENERAL ATLANTIC GENPAR (BERMUDA), L.P.
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By:
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GAP (Bermuda) Limited, its General Partner
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Director
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GAP (BERMUDA) LIMITED
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Director
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GENERAL ATLANTIC LLC
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Director
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GAP COINVESTMENTS III, LLC
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By:
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General Atlantic LLC, its Managing Member
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Director
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GAP COINVESTMENTS IV, LLC |
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By: |
General Atlantic LLC, its Managing Member | |||
By: |
/s/ Michael Gosk |
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Name: |
Michael Gosk |
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Title: |
Director |
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GAP COINVESTMENTS V, LLC |
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By: |
General Atlantic LLC, its Managing Member | |||
By: |
/s/ Michael Gosk |
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Name: |
Michael Gosk |
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Title: |
Director |
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GAP COINVESTMENTS CDA, L.P.
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By:
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General Atlantic LLC, its Managing Member
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Director
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1.1 |
Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:
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2.1 |
Subscription for and Sale of the Shares and Warrant. Upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to subscribe for:
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(a) |
18,700,000 Shares at a price of US$5.00 per Share, for an aggregate price of Ninety-Three Million, Five Hundred Thousand Dollars (US$93,500,000.00) (the “Initial Subscription Amount”);
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(b) |
1,300,000 Shares at a price of US$5.00 per Share, for an aggregate price of Six Million, Five Hundred Thousand Dollars (US$6,500,000) (the “Subsequent
Subscription Amount”); and
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(c)
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a Warrant to subscribe for up to an aggregate of 16,666,670 Ordinary Shares, each with an exercise price of US$6.00 per Warrant Share (subject to adjustment as provided therein).
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2.2 |
Closings. Closing shall take place remotely via the exchange of documents and signatures at 4 p.m. Hong Kong time on July 2, 2020 with respect to the Purchaser’s subscription for the Shares set
forth in Section 2.1(a) (the “Initial Closing”) and at 4 p.m. Hong Kong time on July 3, 2020 with respect to the Purchaser’s subscription for the Shares set forth in Section 2.1(b) (the “Subsequent Closing”), or at such other dates and times as the Company and Purchaser shall mutually agree. All proceedings to be taken pursuant to Sections 2.3(a) and (b) will be deemed to have been
taken simultaneously at the Initial Closing or Subsequent Closing, as applicable, and no proceedings will have been deemed to have been taken until all have been taken, executed and delivered.
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2.3 |
Deliveries and Payment.
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(a) |
At the Initial Closing,
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(i) |
the Purchaser shall deliver or cause to be delivered to the Company the Initial Subscription Amount by wire transfer of immediately available funds to the account as specified by the Company and a copy of the Warrant duly executed by
the Purchaser.
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(ii) |
Following the receipt by the Company of the Initial Subscription Amount as set forth in Section 2.3(a)(i), the Company shall deliver or cause to be delivered to the Purchaser (A) a copy of the Warrant duly executed by the Company, (B)
a certified true copy of the resolution of the Board of Directors (or a duly authorized committee) of the Company approving the allotment and issuance the Shares set forth in Section 2.1(a) to the Purchaser; and (C) a certified true copy
of the Company’s application to the London Stock Exchange plc for the admission of such Shares to trading on AIM, together with a confirmation from the Company that such application was submitted to the London Stock Exchange plc. The
Company shall use all reasonable endeavours to obtain admission of such Shares to trading on AIM at 8 a.m. London time July 3, 2020 and shall, at its own expense, supply or procure to be supplied all such information, give all such
undertakings, execute all such documents and do or procure to be done all such things as may be required by the London Stock Exchange plc in connection with such application.
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(b) |
At the Subsequent Closing,
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(i) |
the Purchaser shall deliver or cause to be delivered to the Company the Subsequent Subscription Amount by wire transfer of immediately available funds to the account as specified by the Company.
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(ii)
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Following the receipt by the Company of the Subsequent Subscription Amount as set forth in Section 2.3(b)(i), the Company shall deliver or cause to be delivered to the Purchaser (A) a certified true
copy of the resolution of the Board of Directors (or a duly authorized committee) of the Company approving the allotment and issuance of the Shares set forth in Section 2.1(b) to the Purchaser; and (B) a certified true copy of the
Company’s application to the London Stock Exchange plc for the admission of such Shares to trading on AIM, together with a confirmation from the Company that such application was submitted to the London Stock Exchange plc. The Company
shall use all reasonable endeavours to obtain admission of such Shares to trading on AIM at 8 a.m. London time July 6, 2020 and shall, at its own expense, supply or procure to be supplied all such information, give all such
undertakings, execute all such documents and do or procure to be done all such things as may be required by the London Stock Exchange plc in connection with such application.
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(c) |
The Company shall deliver to the Purchaser (i) one or more duly issued share certificate(s) in the name of the Purchaser representing the Shares and (ii) a certified true copy of the register of members of the Company reflecting the
Purchaser’s ownership of the Shares as soon as practicable but in no event later than ten (10) Business Days after the Subsequent Closing.
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3.1 |
Representations and Warranties of the Company. Except as otherwise described in the Company’s SEC Reports, other than any risk factor or similar disclosures in any such SEC Reports contained in
the “Risk Factors” or “Forward-Looking Statements” sections (or similarly titled sections) (it being acknowledged that nothing disclosed in the Company’s SEC Reports shall be deemed to qualify or modify the representations and warranties
set forth in Sections 3.1(a), (c), (d), (e), (f), (p), (q) and (r)), the Company hereby represents and warrants to the Purchaser as of the date hereof, the Initial Closing and the Subsequent Closing, as follows:
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(a) |
Good Standing of the Company. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the Cayman Islands and has corporate power and
authority to own, lease and operate its properties and to conduct its business as currently conducted and to enter into and perform its obligations under the Transaction Documents; and the Company is duly qualified as a foreign
corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to
be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document; (ii) a material
adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform
in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”).
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(b) |
Good Standing of Subsidiaries. Each of the Subsidiaries has been duly organized and is validly existing in good standing (to the extent such concept is
applicable) under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as currently conducted and is duly
qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so
qualify or to be in good standing would not result in a Material Adverse Effect. The shares of each Subsidiary held by the Company have been duly authorized and validly issued, and are fully paid and non-assessable and are owned by the
Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of any Subsidiary were issued in violation of the preemptive or
similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (i) the Subsidiaries and (ii) certain other subsidiaries which do not constitute a “significant subsidiary” as defined in Rule 1-02(w) of
Regulation S-X under the 1933 Act.
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(c)
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Share Capital. The authorized capital of the Company is US$150,000,000 divided into 1,500,000,000 Ordinary Shares. As of
the date hereof, 690,574,765 Ordinary Shares are issued and outstanding.
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(d) |
Authorization; Enforcement; Validity of the Shares. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement
and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation
by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s shareholders
in connection herewith or therewith other than in connection with the Required Filings. The Shares to be issued to the Purchaser under this Agreement will be validly issued, fully paid and non-assessable and will be free of Liens. This
Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid
and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting enforcement of creditors’ rights generally; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.
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(e) |
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the
consummation by it of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other
organizational or charter documents; or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or
assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit
facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound
or affected; or (iii) subject to the Required Filings, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the
Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii),
such as could not have or reasonably be expected to result in a Material Adverse Effect.
|
(f) |
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or
other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than such filings as are required to be made under
the HSR Act, applicable federal and state securities laws, Nasdaq and/or AIM in the time and manner required thereby (collectively, the “Required Filings”).
|
(g) |
SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the
Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the
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Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and
none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of
the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the
periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes
required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then
ended, subject, in the case of unaudited financial statements, to normal, immaterial, year-end audit adjustments.
|
(h) |
Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the SEC Reports, (i) there has been no event,
occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect; (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued
expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission;
(iii) the Company has not altered its method of accounting, and (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase
or redeem any of its share capital. Except for the issuance of the Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or
exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws
at the time this representation is made or deemed made that has not been publicly disclosed at least one (1) Trading Day prior to the date that this representation is made.
|
(i) |
Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company or any
Subsidiary before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of
any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect.
|
(j) |
Compliance. Neither the Company nor any of the Subsidiaries is (i) in violation of its charter, by-laws or similar organizational document; (ii) in default in the performance or observance
of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of the Subsidiaries
is a
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party or by which it or any of them may be bound or to which any of the properties or assets of the Company or any Subsidiary is subject, except for such defaults that would not result in a Material
Adverse Effect, or (iii) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having
jurisdiction over the Company or any of the Subsidiaries or any of their respective properties, assets or operations, including, without limitation, the AIM Rules for Companies issued by the London Stock Exchange plc, the UK Financial
Services and Markets Act 2000, as amended, the UK Financial Services Act 2012, all applicable rules and requirements of the London Stock Exchange and the United Kingdom Financial Conduct Authority, except in each case for such
violations that would not result in a Material Adverse Effect.
|
(k) |
Regulatory Permits. The Company and its Subsidiaries possess adequate certificates, authorizations or permits issued by appropriate governmental agencies
or bodies necessary to conduct the business now operated by them, except where failure to so possess would not reasonably be expected to result in a Material Adverse Effect.
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(l) |
Title to Assets. The Company and the Subsidiaries have good and marketable title to all real property owned by them and good title in all other property owned by them that is material to the
business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made
of such property by the Company and the Subsidiaries, and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and the payment of which is neither
delinquent nor subject to penalties. All of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, are held by them under valid, subsisting and enforceable leases with which
the Company and the Subsidiaries are in compliance.
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(m) |
Intellectual Property. The Company and the Subsidiaries own, possess, license or have other rights to use or can acquire on reasonable terms all patents,
patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection
with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). Neither
the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights
violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there
is no existing infringement by another Person of any of the Intellectual Property Rights.
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(n) |
Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries take, and have taken, all
reasonable actions to protect (i) its trade secrets and confidential information and (ii) the confidentiality, integrity, continuous operation and security of the systems, applications, websites, databases, hardware, software and
other information technology assets (and all data therein) reasonably required to operate its businesses in the manner currently operated, and so far the Company is aware, there have been no breaches, outages, unauthorized access or
other violations of the same, which would require the Company or its Subsidiaries to notify them to any
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governmental authority or which would give rise to any fine, liability or sanction on their part.
|
(o) |
Sarbanes-Oxley; Accounting Controls. The Company is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are
effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof. The Company and the Subsidiaries maintain a system of internal
accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of
financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets
is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the consolidated Subsidiaries have established disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits
under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.
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(p) |
Registration Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.
|
(q) |
Nasdaq Listing. The ADSs are listed on the Nasdaq Global Select Market, and the Company has not received any notification that, and has no knowledge that, Nasdaq is contemplating terminating
such listing.
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(r) |
Offering Valid. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 3.2 hereof, the offer, sale and issuance of the Securities will be exempt from
the registration requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state
securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Securities to any Person or Persons so as to bring the
sale of such Securities by the Company within the registration requirements of the Securities Act.
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(s) |
Anti-Bribery and Anti-Corruption. Neither the Company and its Subsidiaries, nor, to the Company’s knowledge, any respective director, officer, agent, employee or other representative acting on
behalf of the Company or any of the Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation or a sanction for violation by such Persons of the Foreign Corrupt Practices Act of 1977 or the
U.K. Bribery Act 2010, each as may be amended, or any similar law or regulation to which the Company, any of the Subsidiaries, any director, officer, agent, employee or other representative of the Company or any of the Subsidiaries is
subject; and the Company has instituted, maintained and will continue to maintain policies and procedures designed to promote and achieve compliance with such anti-bribery and anti-corruption laws.
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(t) |
Money Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with the applicable money laundering statutes of all
jurisdictions in which they operate, the rules and regulations
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thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental entity (collectively, the “Money Laundering Laws”); and no action,
suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the Company’s
knowledge, threatened.
|
(u) |
Economic Sanctions. None of the Company, its Subsidiaries, nor, to the Company’s knowledge, any respective director, officer, employee, affiliate or representative of the Company or any
Subsidiary is a Person that is currently the subject or target of any sanctions administered or enforced by the United States or other relevant sanctions imposed by any other governmental body to which the Company or any Subsidiary is
subject (collectively, “Sanctions”) as a result of which entry into this Agreement and the Transaction Documents or the performance of any transactions contemplated herein and therein by the Company
would cause the Company or any of the Subsidiaries to violate any Sanctions applicable to it, nor is the Company or any of the Subsidiaries located, organized or resident in a country or territory that is the subject of Sanctions.
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(v) |
Tax Matters. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) the Company and its Subsidiaries has prepared (or caused to be
prepared) and timely filed (taking into account valid extensions of time within which to file) all tax returns required to be filed by it, and all such filed tax returns (taking into account all amendments thereto) are true, complete and
accurate, (b) all taxes owed by the Company and its Subsidiaries that are due (whether or not shown on any tax return) have been timely paid, except for taxes that are being contested in good faith by appropriate proceedings and that have
been adequately reserved against in accordance with GAAP, (c) no examination or audit of any tax return relating to any taxes of the Company or any of its Subsidiaries or with respect to any taxes due from the Company or any of its
Subsidiaries by any governmental authority is, to the knowledge of the Company, currently in progress or threatened in writing, (d) none of the Company or its Subsidiaries has liability for any other Person (other than the Company and its
Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, or by contract and (e) none of the Company or any of its Subsidiaries has engaged in any
“listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2).
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(w) |
Environmental Laws. The Company and its Subsidiaries (a) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human
health and safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (b) have received and are in compliance with all
permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (c) are in compliance with all terms and conditions of any such permit, license or approval, except where
such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure
of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities or any potential liabilities to third parties) which would, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.
|
(x) |
No Labor Disputes. No labor disturbance by or dispute with the employees of the Company or its Subsidiaries exists or, to the knowledge of the Company, is contemplated or threatened, and
the Company is not aware of any existing or imminent labor disturbance by, or dispute with, the employees of any of its or its Subsidiaries’ principal suppliers, contractors or customers, except as would not, individually or in the
aggregate, have a Material Adverse Effect. Neither the Company nor its Subsidiaries has received any notice of cancellation or termination with respect to any collective bargaining agreement to which it is a party.
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(y) |
Insurance. The Company and its Subsidiaries have insurance to an extent which is prudent in accordance with customary industry practice to protect the Company and the Subsidiaries and their
respective businesses, and all such insurance is in full force and effect. Neither the Company nor any of its Subsidiaries (a) has received notice from any insurer or agent of such insurer that capital improvements or other expenditures
are required or necessary to be made in order to continue such insurance or (b) believes that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage as may be necessary
to continue its business at a cost that would not result in a Material Adverse Effect.
|
(z) |
Independent Accountants. PricewaterhouseCoopers LLP, who has certified certain financial statements of the Company and its Subsidiaries included in the SEC Reports, is, to the best knowledge of
the Company after due inquiry, an independent registered public accounting firm with respect to the Company and its Subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company Accounting
Oversight Board (United States).
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(aa) |
Internal Control Over Financial Reporting. The Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of
the Board of Directors (a) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to
adversely affect the Company’s ability to record, process, summarize and report financial information and (b) any fraud of which the Company is aware, whether or not material, that involves management or other employees who have a
significant role in the Company’s internal control over financial reporting.
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(bb) |
No Other Disputes. No dispute with the business partners, principal suppliers, contractors or customers of the Company or its Subsidiaries exists or, to the knowledge of the Company, is
contemplated or threatened, and the Company is not aware of any existing or imminent dispute with, the business partners, principal suppliers, contractors or customers of any of the Company or its Subsidiaries, except as would not,
individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor its Subsidiaries has received any notice of cancellation or termination with respect to any material agreement to which it is a party.
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3.2 |
Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company as of the date hereof, the Initial Closing and the Subsequent Closing, as follows
(unless as of a specific date therein, in which case they shall be accurate as of such date):
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(a) |
Good Standing. The Purchaser is an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation.
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(b) |
Authorization; Enforcement. The Purchaser has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this
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Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the Purchaser of the
transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. Each Transaction
Document to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable
against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’
rights generally; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and (iii) insofar as indemnification and contribution provisions may be limited by
applicable law.
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(c) |
Understandings or Arrangements. The Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other Person to
distribute or regarding the distribution of such Securities. The Purchaser is acquiring the Securities hereunder in the ordinary course of its business.
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(d) |
No Registration. The Purchaser understands that the Securities have not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the
Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. Purchaser understands
that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities indefinitely unless they are registered with the Commission
and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be
conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the
Company is under no obligation and may not be able to satisfy.
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(e) |
No Public Market. The Purchaser understands that no public market now exists for the Warrant, and that the Company has made no assurances that a public market will ever exist for the Warrant.
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(f) |
Non-U.S. Person. The Purchaser represents that it is not and on each date on which it exercises the Warrant, it will not be a U.S. Person and it is and on each date on which it exercises the
Warrant it will be located outside the United States, as such terms are defined in Rule 902 of Regulation S under the Securities Act.
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(g) |
Purchaser Status. At the time the Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises the Warrant, it will be an “accredited
investor” as defined in Rule 501(a) under the Securities Act.
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(h) |
Experience of the Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be
capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the Securities
and is able to afford a complete loss of such investment.
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(i) |
General Solicitation. The Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or communication regarding the Securities published in any newspaper,
magazine or similar media or broadcast over television or radio or presented at any seminar or any other general advertisement.
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(j) |
Access to Information. The Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has
been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and
risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and
(iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. The
Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Securities.
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(k) |
Company Reliance. The Purchaser acknowledges that (i) the Company is relying on the Purchaser’s representations, warranties, acknowledgments and agreements in this Agreement as a condition to
proceeding with the transactions contemplated by this Agreement; and (ii) without such representations, warranties and agreements, the Company would not enter into this Agreement or engage in the transactions contemplated by this
Agreement.
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(l) |
Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, the Purchaser has not, nor has any Person acting on behalf of or pursuant to any
understanding with the Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that the Purchaser and the Company commenced
discussions regarding a potential investment in the Company, including the transactions contemplated hereunder, and ending immediately prior to the execution hereof. Other than to other Persons party to this Agreement or to the
Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, the Purchaser has maintained the confidentiality of all disclosures made to it in
connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty against, or a
prohibition of, any actions with respect to the borrowing of, arrangement to borrow, identification of the availability of, and/or securing of, securities of the Company in order for the Purchaser (or its broker or other financial
representative) to effect Short Sales or similar transactions in the future.
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(m) |
Prohibited Purchaser. The Purchaser represents that neither it nor, to its knowledge, any Person or entity controlling, controlled by or under common control with it, nor any Person having a
beneficial interest in it, nor any Person on whose behalf the Purchaser is acting (i) a Person that is currently the subject of Sanctions; (ii) is a non-U.S. shell bank or is providing banking services indirectly to a non-U.S. shell
bank; (iii) is a senior non-U.S. political figure or an immediate family member or close associate of such figure; or (iv) is otherwise prohibited from investing in the Company pursuant to applicable Money Laundering Laws,
anti-terrorist and asset control laws, regulations, rules or orders (categories (i) through (iv), each a “Prohibited Purchaser”). The Purchaser agrees to provide the Company, promptly upon
request, all information that the Company reasonably deems necessary or appropriate to comply
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with applicable Money Laundering Laws, anti-terrorist and asset control laws, regulations, rules and orders. The Purchaser consents to the disclosure to regulators and law enforcement authorities by the
Company and its Affiliates and agents of such information about the Purchaser as the Company reasonably deems necessary or appropriate to comply with applicable Money Laundering Laws, anti-terrorist and asset control laws,
regulations, rules and orders. If the Purchaser is a financial institution that is subject to the USA Patriot Act, the Purchaser represents that it has met all of its obligations under the USA Patriot Act. The Purchaser acknowledges
that if, following its investment in the Company, the Company reasonably believes that the Purchaser is a Prohibited Purchaser, the Company has the right or may be obligated to prohibit additional investments, segregate the assets
constituting the investment in accordance with applicable regulations or immediately require the Purchaser to transfer the Shares. The Purchaser further acknowledges that the Purchaser will have no claim against the Company or any of
its Affiliates or agents for any form of damages as a result of any of the foregoing actions.
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(n) |
Restrictive Legends. Purchaser understands that the Securities may bear one or all of the following legends (or substantially similar legends), unless and until the Shares and the Warrant Shares
are registered under the Securities Act pursuant to an effective registration statement:
|
(i) |
“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE
EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”
|
(ii) |
Any legend required by the securities laws of any state to the extent such laws are applicable to the Securities represented by the certificate so legended.
|
(o) |
No Other Representations or Warranties. The Purchaser acknowledges and agrees that no party to this Agreement has made or makes any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in this Article III and that, except as otherwise provided herein, the Purchaser has not relied on the accuracy or completeness of any information not contained in the
Transaction Documents.
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4.1 |
Lock-Up. During the one (1) year period following the date of the Initial Closing (the “Lock-Up Period”), the Purchaser shall not and shall cause its
Affiliates not to, without the prior consent of the Company, directly or indirectly, Dispose of any of the Securities, together with any Ordinary Shares, ADSs or Ordinary Share Equivalents issued in respect thereof as a result of any
share split, share dividend, share exchange, merger, consolidation or similar recapitalization. Notwithstanding the foregoing, the Purchaser and its Affiliates shall be permitted to transfer any of the Securities to their Affiliates, provided that such Affiliates shall be bound by the Purchaser’s obligations in this Section 4.1 for the balance of the Lock-Up Period as if such Affiliates were
a party hereto.
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4.2 |
Offering Lock-Up. The Purchaser shall, if requested by the Company and an underwriter of Ordinary Shares, ADSs or Ordinary Share Equivalents in connection with any public offering
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involving an underwriting of Ordinary Shares, ADSs or Ordinary Share Equivalents, agree not to Dispose of any Ordinary Shares, ADSs or Ordinary Share Equivalents for a specified period of time, such period of time not to exceed
ninety (90) days. Any lock-up agreement shall be in writing in a form reasonably satisfactory to the Company and the underwriter(s) in such offering. The Company may impose stop transfer instructions with respect to the Ordinary
Shares, ADSs or Ordinary Share Equivalents subject to the foregoing restrictions until the end of the specified period of time. The foregoing provisions of this Section 4.2 shall not apply (a) if the Purchaser and its Affiliates
collectively beneficially own less than 5% of the outstanding share capital of the Company as determined pursuant to Rule 13d-3 and Rule 13d-5 under the Exchange Act, or (b) to the sale of any securities to an underwriter pursuant to
an underwriting agreement, and shall be applicable to the Purchaser only if all officers and directors as well as all shareholders beneficially owning 5% or more of the outstanding share capital are subject to the same restrictions.
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4.3 |
Registration Rights.
|
(a) |
Within 30 days following a written request by the Purchaser at any time after the expiration of the Lock-Up Period (or any earlier termination or waiver by the Company thereof), or such earlier time as the Company in its sole
discretion may agree in writing, the Company shall file a prospectus supplement or a registration statement to register the resale of the Registrable Securities on a Form F-3ASR or Form F-3 registration statement under the Securities Act
and use reasonable best efforts to have such registration statement declared effective, if the Company is not eligible to use Form F-3ASR, and maintain the effectiveness of such registration statement for a period ending on the date the
Purchaser no longer holds Registrable Securities. The Company shall use its reasonable best efforts to maintain its eligibility to utilize a registration on Form F-3 or Form F-3ASR. For purposes of this Section 4.3, “Registrable Securities” shall mean the Shares and Warrant Shares (whether held in the form of Ordinary Shares or ADSs representing Ordinary Shares) and any Ordinary Shares (or ADSs representing Ordinary
Shares) issuable with respect to the Shares and Warrant Shares by way of a dividend, share split or other distribution, or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization;
provided that such Registrable Securities shall not be considered to be Registrable Securities (i) at any time that such security is eligible to be sold pursuant to Rule 144 without condition or restriction, including without any
limitation as to volume of sales, and without the Purchaser complying with any method of sale requirements or notice requirements under Rule 144, or (ii) if such securities have been sold pursuant to an effective registration statement or
in compliance with Rule 144 or other exemptions from registration.
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(b) |
All expenses incurred in connection with registrations, filings or qualifications pursuant to this Section 4.3, including all registration, filing and qualification fees (including “blue sky” fees and expenses); printers’ and
accounting fees (excluding the compensation of regular employees of the Company which shall be paid in any event by the Company); fees and disbursements of counsel for the Company; and fees and disbursements of counsel for the Purchaser
acting as selling shareholder counsel for up to two (2) registration statements and/or prospectus supplement filings pursuant to this Section 4.3 in an aggregate amount not to exceed US$75,000 each shall be borne and paid by the Company,
except that any (i) discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar securities industry professionals applicable to the sale of any of the Registrable Securities and (ii) fees payable pursuant to
the Deposit Agreement shall be borne by the Purchaser.
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(c) |
Notwithstanding anything to the contrary contained herein, the Company may, upon written notice, suspend the use of any registration statement, including any prospectus
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that forms a part of a registration statement, if the Company (i) determines that it would be required to make disclosure of material information in the registration statement that the Company has a bona fide business purpose for preserving as confidential; (ii) the Company determines it must amend or supplement the registration statement or the related prospectus so that such registration statement or
prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the
circumstances under which they were made, not misleading; or (iii) the Company has experienced or is experiencing some other material non-public event, including a pending transaction involving the Company, the disclosure of which at
such time, in the good faith judgment of the Company, would adversely affect the Company; provided, however, in no event shall sales of Registrable
Securities be suspended pursuant to the registration statement for a period that exceeds thirty (30) consecutive Trading Days or sixty (60) total Trading Days in any 360-day period (any such suspension contemplated by this Section
4.3(c), an “Allowed Delay”). Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice to the Purchaser and shall promptly
terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated hereby. The Purchaser agrees that, upon receipt of any notice
from the Company of an Allowed Delay, the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to any registration statement covering such Registrable Securities, until the Purchaser is advised by the
Company that such dispositions may again be made.
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(d) |
With a view to making available to the Purchaser the benefits of Rule 144, the Company covenants that it will use commercially reasonable efforts to (i) file in a timely manner all reports and other documents required, if any, to be
filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder and (ii) make available information necessary to comply with Rule 144 with respect to resales of the Shares or Warrant Shares under
the Securities Act, at all times, to the extent required from time to time to enable the Purchaser to resell Shares or Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule
144 (if available with respect to resales of the Shares or Warrant Shares), as such rule may be amended from time to time.
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(e) |
The Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities, as shall be reasonably required to effect the
registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Purchaser, by its acceptance of the Registrable Securities, agrees to cooperate
with the Company as reasonably requested by the Company in connection with the preparation and filing of a registration statement and/or prospectus hereunder.
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(f) |
To the extent permitted by law, the Company will indemnify and hold harmless the Purchaser and its officers, directors, partners, members, employees and agents, successors and assigns, and each other Person, if any, who controls
the Purchaser (within the meaning of the Securities Act), against any losses, claims, damages or liabilities, joint or several, to which they may become subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement or omission or alleged omission of any material fact contained in any registration statement, any
preliminary prospectus or final prospectus, or any amendment or supplement thereof; provided, however, that the Company will not be liable in any such
case if and to the extent that any such loss, claim, damage or liability arises out of or is
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based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by the Purchaser or any such controlling Person in writing specifically for use in such
registration statement or prospectus, (ii) the use by the Purchaser of an outdated or defective prospectus after the Company has notified the Purchaser in writing that such prospectus is outdated or defective or (iii) the Purchaser’s
failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required (and not exempted) to the Persons asserting an untrue statement or omission or alleged untrue statement or omission at or
prior to the written confirmation of the sale of Registrable Securities.
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(g) |
To the extent permitted by law, the Purchaser agrees to indemnify and hold harmless the Company, its directors, officers, employees, shareholders and each Person who controls the Company (within the meaning of the Securities Act)
against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in any registration
statement or prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in
any information regarding the Purchaser and furnished in writing by the Purchaser to the Company for inclusion in such registration statement or prospectus or amendment or supplement thereto. In no event shall the liability of the
Purchaser be greater than the dollar amount of the net proceeds (after payment of underwriting discounts and commissions) received by the Purchaser upon the sale of the Registrable Securities included in such registration statement giving
rise to such indemnification obligation.
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(h) |
Any Person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such
claim with counsel reasonably satisfactory to the indemnified party; provided, that any Person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the
fees and expenses of such counsel shall be at the expense of such Person unless (A) the indemnifying party has agreed to pay such fees or expenses, (B) the indemnifying party shall have failed to assume the defense of such claim and
employ counsel reasonably satisfactory to such Person or (C) in the reasonable judgment of any such Person, based upon written advice of its counsel, a conflict of interest exists between such Person and the indemnifying party with
respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right
to assume the defense of such claim on behalf of such Person); and provided, further that the failure of any indemnified party to give notice as provided
herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation.
It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties.
No indemnifying party will, except with the consent of the indemnified party, which shall not be unreasonably withheld or conditioned, consent to entry of any judgment or enter into any settlement that does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation.
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(i) |
If for any reason the indemnification provided for in the preceding paragraphs (f) and (g) is unavailable to an indemnified party or insufficient to hold it harmless, other than
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as expressly specified therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to
reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. 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 not guilty of such fraudulent misrepresentation. In no event shall the contribution obligation of a holder of Registrable Securities be greater in amount than the dollar
amount of the proceeds received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.
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4.4 |
Management Advisor. Following the initial acquisition of the Ordinary Shares pursuant to this Agreement, the Purchaser shall have the right, but not the obligation, to appoint an employee of
the Purchaser or its Affiliates, or an advisor or consultant engaged by the Purchaser or its Affiliates, to act as a management advisor to the Company. Such management advisor shall provide management, business development and financial
advisory services to the Company from time to time in the discretion of the management advisor. Subject to their availability and other duties to the Company, the chief executive officer and chief financial officer of the Company shall
make themselves available to meet with the management advisor during regular business hours upon request. The management advisor shall execute a confidentiality agreement in a reasonable form in favor of the Company. Nothing herein shall
be construed to create any relationship of employer and employee, agent and principal, partnership or joint venture between the parties. The management advisor is an independent contractor and shall not have the authority to bind or
obligate the Company. The management advisor shall not be compensated by the Company for any such services provided. Any individual to be appointed as a management advisor shall have the skill and integrity appropriate to advise a listed
company in the life sciences sector. The Purchaser’s rights as set forth in this Section 4.4 shall terminate if (i) the Purchaser has the right to appoint a board observer pursuant to Section 4.5, (ii) the Purchaser’s rights in relation
to the appointment of a director are exercisable pursuant to Section 4.6(a) or (iii) the Purchaser and its Affiliates hold in the aggregate less than fifty percent of the number of Shares acquired pursuant to Sections 2.1(a) and (b)
hereunder.
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4.5 |
Board Observer. Unless the Company has already voluntarily allowed an individual to act as a nonvoting observer to the Board of Directors on behalf of the Purchaser, if the Purchaser and its Affiliates in the aggregate hold at least 4.625% of the issued and outstanding Ordinary Shares (either in the form of Ordinary Shares or ADSs) of the Company, the Purchaser shall have the right,
but not the obligation, to appoint an employee of the Purchaser or its Affiliates, or an advisor or consultant engaged by the Purchaser or its Affiliates, to act as a nonvoting observer to the Board of Directors, provided that the Purchaser’s right under this Section 4.5 shall terminate if at any time (i) the Purchaser and its Affiliates hold less than 3.083% of the then-issued and outstanding share capital
of the Company or (ii) the Purchaser and its Affiliates hold less than 4.625% (but more than 3.083%) of the then-issued and outstanding share capital of the Company if, for purposes of sub-clause (ii), the reduction in such percentage
is attributable to the Purchaser or its Affiliates engaging in a Disposal of the Ordinary Shares (or ADSs), which Disposal results in the Purchaser and its Affiliates in the aggregate holding fewer number of ordinary shares than they
originally held to initially attain the right to appoint a board observer pursuant to this Section 4.5, or the failure by the Purchaser (or its Affiliates) to participate in an offering or sale of Ordinary Shares extended to the
Purchaser (or its Affiliates) on a pro rata basis. Any individual to be appointed as a nonvoting observer shall have the skill and integrity appropriate to participate in a board meeting of a listed company in the life sciences sector.
Any such observer shall be entitled to receive all notices, written documents and materials provided to the directors at same time as the members of the Board of Directors and to be invited to and to attend all meetings of the Board of
Directors and its committees in a nonvoting capacity. Any such observer shall execute a confidentiality agreement in a
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reasonable form approved by the Board of Directors for such purpose. The Board of Directors shall be permitted to exclude such observer from attending any portion of any meetings and receiving any portion of any information, if
attendance at such portion of the meeting or access to such information could adversely affect the attorney-client privilege between the Company and its counsel, result in disclosure of trade secrets or a conflict of interest, or
interfere with the fiduciary duties of the Board of Directors. The Purchaser’s rights as set forth in this Section 4.5 shall terminate if the Purchaser’s rights in relation to the appointment of a director are exercisable pursuant to
Section 4.6(a). For the avoidance of doubt, the Purchaser’s rights as set forth in this Section 4.5 shall be reinstated if the Purchaser no longer has the right to appoint a director pursuant to Section 4.6(a).
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4.6 |
Board Representation.
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(a) |
Unless the Company has already voluntarily allowed an individual to act as a member of the Board of Directors on behalf of the Purchaser, if the Purchaser and its Affiliates in the aggregate hold at least 8.5% of the issued and
outstanding Ordinary Shares (either in the form of Ordinary Shares or ADSs) of the Company, the Purchaser shall have the right, but not the obligation, to nominate, by way of written notice to the Company, an employee of the Purchaser or
its Affiliates, or an advisor or consultant engaged by, the Purchaser or its Affiliates as a non-executive director to the Board of Directors (a “Representative Director”) and the Company shall,
following such nomination, procure that such Representative Director is appointed as an additional member of the then-current Board of Directors as soon as reasonably practicable. The Purchaser’s rights under this Section 4.6(a) shall
terminate if at any time (i) the Purchaser and its Affiliates hold less than 5.667% of the then-issued and outstanding share capital of the Company or (ii) the Purchaser and its Affiliates hold less than 8.5% (but more than 5.667%) of the
then-issued and outstanding share capital of the Company if, for purposes of sub-clause (ii), the reduction in such percentage is attributable to the Purchaser or its Affiliates engaging in a Disposal of the Ordinary Shares (or ADSs),
which Disposal results in the Purchaser and its Affiliates in the aggregate holding fewer number of ordinary shares than they originally held to initially attain the right to board representation pursuant to this Section 4.6, or the
failure by the Purchaser (or its Affiliates) to participate in an offering or sale of Ordinary Shares extended to the Purchaser (or its Affiliates) on a pro rata basis.
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(b) |
The Purchaser shall ensure that the Representative Director: (i) is a natural person with skill and integrity appropriate for a director of a listed company in the life sciences sector; (ii) does not have any direct or indirect
interest which the Board of Directors determines would materially conflict with the interests of the Company and would make it inappropriate for that person to act as a director of the Company; and (iii) is not otherwise precluded from
being a director. The Representative Director shall execute a confidentiality agreement in a reasonable form approved by the Board of Directors.
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(c) |
The Purchaser shall consult with the Company and its nominated adviser (as defined under the AIM Rules for Companies published by the London Stock Exchange plc, the “Nomad”) prior to making an
appointment or re-appointment pursuant to this Section 4.6. The Purchaser agrees and acknowledges that the appointment or re-appointment of a Representative Director shall be subject to the prior written approval of the Nomad (such
approval not to be unreasonably withheld or delayed) following all such due diligence as it deems appropriate in order to assess the ongoing appropriateness of the Company for admission to trading on AIM in accordance with the AIM Rules
for Nominated Advisers published by the London Stock Exchange plc. The Purchaser further acknowledges that the U.K. Corporate Governance Code and the listing standards of any other stock exchange on which the Company’s securities are
traded
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may contain requirements as to the composition of the Board of Directors, including the inclusion of a certain number of independent directors, which the Company may observe, taking into account the Purchaser’s rights in this
Section 4.6, and the Purchaser will provide reasonable cooperation to the Company in relation to the same.
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(d) |
The Board of Directors may by notice in writing terminate the appointment of a Representative Director (immediately or otherwise) (x) if the Purchaser’s rights terminate pursuant to Section 4.6(a) or (y) if the Representative Director:
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(i) |
is disqualified from acting as a director under the articles of association of the Company or for any reason;
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(ii) |
does not satisfy the requirements of Section 4.6(b);
|
(iii) |
commits any act of fraud or is negligent in the performance of his duties;
|
(iv) |
commits a material breach of his obligations under the terms of his letter of appointment or similar instrument; or
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(v) |
is required to resign as director when a takeover offer made for the entire issued capital of the Company becomes wholly unconditional, if requested to do so by the Board of Directors.
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(e) |
The Purchaser acknowledges that a Representative Director shall from time to time be subject to retirement by rotation as required by the articles of association of the Company and/or re-election at the annual general meeting of the
Company in compliance with the relevant corporate governance code that the Board of Directors has decided to apply and, further, that there shall be no cause of action under this Agreement if shareholders of the Company vote against the
appointment or reelection of a person nominated as Representative Director.
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(f) |
In the event the Representative Director is nominated for election or re-election at a meeting of the shareholders of the Company but is not elected or re-elected by the shareholders, the Company’s obligations pursuant to Section
4.6(a) shall terminate with respect to such individual. Notwithstanding the foregoing sentence, in the event a Representative Director is not elected or re-elected by the shareholders, the Purchaser retains the right to appoint a new
Representative Director in accordance with this Section 4.6, and the Company’s obligations pursuant to this Section 4.6 remain in effect with respect to such new Representative Director.
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4.7 |
Antitrust Filings. Upon the request of the Purchaser, the Company shall cooperate with the Purchaser and use (and shall cause its Affiliates to use) its reasonable best efforts to promptly
(i) take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the Purchaser in doing, all things necessary, proper or advisable to obtain the expiration or termination of any applicable
waiting period under the HSR Act and other applicable antitrust laws to allow for any increase in the Purchaser’s beneficial ownership of the Company’s equity securities pursuant to the exercise of the Warrant or the acquisition of
the Company’s equity securities by the Purchaser during the exercise term of the Warrant as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, such increase,
including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all
approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any governmental authority or third party necessary, proper or advisable to consummate the transactions and (iii) execute and
deliver any additional instruments necessary for any increase in the Purchaser’s beneficial ownership of the Company’s equity securities
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pursuant to the exercise of the Warrant or the acquisition of the Company’s equity securities by the Purchaser during the exercise term of the Warrant. Without limiting the foregoing, the Company shall
prepare and file, within five (5) Business Days following the request by the Purchaser to prepare such filing, any required Notification and Report Form in connection with any increase in the Purchaser’s beneficial ownership of the
Company’s equity securities pursuant to the exercise of the Warrant or the acquisition of the Company’s equity securities by the Purchaser during the exercise term of the Warrant requiring prior approval pursuant to the HSR Act. In
connection with such undertakings, the Company shall cooperate and consult with the Purchaser and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions,
filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and governmental authorities, necessary or advisable in relation to any
increase in the Purchaser’s beneficial ownership of the Company’s equity securities pursuant to the exercise of the Warrant or the acquisition of the Company’s equity securities by the Purchaser during the exercise term of the
Warrant. Nothing in this Section 4.7 shall require the Company to agree, negotiate, commit to or effect, by consent decree, hold separate or otherwise, to (i) the sale, divestiture or disposition of any of its assets or businesses, or
(ii) any limitation on the conduct of the Company businesses.
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4.8 |
Use of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes.
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4.9 |
Reservation of Ordinary Shares. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient
number of shares of Ordinary Shares for the purpose of enabling the Company to issue the Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrant.
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4.10 |
Listing Maintenance. The Company hereby agrees to use reasonable best efforts to maintain the listing of the ADSs on Nasdaq.
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4.11 |
Certain Transactions and Confidentiality. The Company agrees to publicly disclose the transactions contemplated by this Agreement and the terms hereof in the manner required by law or
regulation within two (2) Trading Days of the execution of this Agreement. The Purchaser covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales,
including Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced. The
Purchaser covenants that until such time as the transactions contemplated by this Agreement are publicly announced by the Company, the Purchaser will maintain the confidentiality of the existence and terms of this transaction; provided, however, that (a) the Purchaser is permitted to make such disclosures of information as required by law or regulation and (b) the Purchaser may make disclosures of the existence and terms of
this transaction to its and its Affiliates’ directors, employees, advisors, accountants, counsel, agent, members, partners, limited partners and potential partners so long as such recipients are obligated to maintain the confidentiality
of such information.
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4.12 |
Assistance in Certain Sale Transactions. In connection with any sale of Ordinary Shares or Warrant Shares by the Purchaser pursuant to a registration statement or in an exempt transaction
pursuant to Rule 144, if requested by the Purchaser in writing, the Company shall (i) promptly deliver applicable instructions letters to the Company’s transfer agent to remove legends from the Purchaser’s share certificates, (ii) cause
the prompt delivery of any necessary legal opinions from the Company’s counsel to the effect that the removal of such legends in such circumstances may be effected under the Securities Act, and (iii) promptly deliver instruction letters
to the Company’s share registrar and depositary bank to convert, at the Company’s
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expense, the Purchaser’s Ordinary Shares and Warrant Shares into ADSs to be deposited in the Purchaser’s brokerage account, provided, in each case, that the Company has received customary
representations and other documentation reasonably acceptable to the Company in connection therewith. In contemplating any sale of Ordinary Shares or Warrant Shares by the Purchaser representing 1% or more of the then-outstanding
share capital of the Company, the Purchaser will, to the extent commercially possible, discuss with the Company about such potential sale to allow for the Company to provide the Purchaser assistance in finding a buyer for the Ordinary
Shares or Warrant Shares; provided that the parties acknowledge that the foregoing is a good faith endeavor and creates no obligation on the Purchaser to inform the Company of all sale transactions; and provided further that the
Purchaser shall retain full and sole discretion to determine the timing and buyer in any such Disposal.
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5.1 |
Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts,
if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all transfer agent fees, stamp taxes and other taxes and duties
levied in connection with the delivery of any Securities to the Purchaser.
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5.2 |
Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and
thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
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5.3 |
Termination of Rights. If the Company proposes to list its shares on The Stock Exchange of Hong Kong Limited (the “HKSE”) and determines in good faith
that the rights of the Purchaser as set forth in Sections 4.5 and/or 4.6 would be in breach of or are otherwise prohibited by any rules or requirements (including any guidance letters) of the HKSE, the Company shall notify the Purchaser
as soon as reasonably practicable. The Purchaser agrees that unless otherwise permitted by the HKSE, such rights shall terminate and be of no further force or effect without the requirement of further action by the parties on the date of
completion of the listing of the Company’s shares on the HKSE. The parties further agree to cooperate and negotiate in good faith any other amendments to the terms of this Agreement if necessary to ensure that the proposed listing of the
Company on the HKSE is achieved in accordance with the Company’s proposal and in doing so, will give due regard to the original rights of the Purchaser prior to such amendments, including using reasonable best efforts to provide similar
rights and opportunities to the Purchaser as set forth in Sections 4.5 and/or 4.6 that are in compliance with HKSE rules or requirements.
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5.4 |
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective (i) upon receipt,
when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); (iii) upon receipt, when sent by electronic
message (provided the recipient responds to the message and confirmation of both electronic messages are kept on file by the sending party); or (iv) one (1) Business Day after timely deposit with a nationally recognized overnight delivery
service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:
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5.5 |
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the
Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. Any amendment or waiver effected in accordance with this Section 5.5 shall be binding upon the Purchaser and the
Company. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.
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5.6 |
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.
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5.7 |
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any
rights or obligations hereunder without the prior written consent of the Purchaser (other than by merger). The Purchaser may assign its rights and obligations hereunder in whole or in part to any Affiliate of the Purchaser or to any
successor of the Purchaser as a result of a change of control of the Purchaser, provided that the assignee shall agree in writing to be bound by the provisions of this Agreement and the Purchaser shall not be relieved of its obligations
hereunder.
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5.8 |
Finder’s Fee. Each party represents that it neither is nor will be obligated for any finders’ fee or commission in connection with this transaction. The Purchaser agrees to indemnify and to hold
harmless the Company from any liability for any commission or compensation in the nature of a finders’ fee (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its
officers, partners, employees, or representatives is responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finders’ fee (and the costs and
expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.
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5.9 |
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any
provision hereof be enforced by, any other Person.
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5.10 |
Governing Law; Arbitration. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Any dispute, controversy or claim arising out of or relating to the Transaction Documents or their subject matter
shall be finally settled by arbitration. The place and seat of arbitration shall be Hong Kong, and the arbitration shall be administered by the Hong Kong International Arbitration Centre in accordance with the HKIAC Administered
Arbitration Rules then in force. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English. Nothing herein shall prohibit the parties from seeking
equitable relief, including an injunction and specific performance, in any competent court having jurisdiction.
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5.11 |
Survival. Subject to applicable statutes of limitations, the representations, warranties, covenants, and agreements contained in this Agreement shall survive for a period of two (2) years after
the date hereof and thereafter shall have no further force and effect.
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5.12 |
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail
delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.
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5.13 |
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the
parties that they would
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have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
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5.14 |
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of
construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to
Ordinary Shares and Ordinary Share prices in any Transaction Document shall be subject to adjustment for reverse and forward share splits, share dividends, share combinations and other similar transactions of the Ordinary Shares that
occur after the date of this Agreement.
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HUTCHISON CHINA MEDITECH LIMITED | |||
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By:
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/s/ Christian Hogg |
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Name: |
Christian Hogg | ||
Title: |
Chief Executive Officer |
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GENERAL ATLANTIC SINGAPORE HCM PTE. LTD. | |||
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By:
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/s/ ONG YU HUAT | |
Name: |
ONG YU HUAT | ||
Title: |
DIRECTOR |
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Warrant Shares: 16,666,670
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Issue Date: [•], 2020
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HUTCHISON CHINA MEDITECH LIMITED
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By:
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Name:
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Title:
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GENERAL ATLANTIC SINGAPORE HCM PTE. LTD.
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By:
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Name:
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Title:
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Name:
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(Please Print)
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Address:
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(Please Print)
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Phone Number:
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Email Address:
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Dated:
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Holder’s Signature:
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Holder’s Address:
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