How many ordinary shares does one American Depositary Share (ADS) of Company represent?
(1) the issue and sale to Investor A (the “Investor”) of up to US$350,000,000 in aggregate gross purchase price of American depositary shares of Company. (“ADSs”), each representing one ordinary share of Company., par value of US$0.00001 per share (the “Ordinary Share”) pursuant to the securities purchase agreement dated 16 September 2024 made by and between Company. and the Investor (the “Securities Purchase Agreement”); and  
(2) the issue of 700,000 Commitment Ordinary Shares (as defined in the Securities Purchase Agreement) to the Investor on the date that the Registration Statement is filed with the Commission, which may be deposited by the Investor with Counterparty A as the depositary for the issue of ADSs (the “Commitment ADSs”). For the avoidance of doubt, the term “ADSs” includes up to US$350,000,000 in aggregate gross purchase price of American depositary shares of Company. and the Commitment ADSs, and the term “Ordinary Shares” includes all Ordinary Shares underlying such ADSs (including the 700,000 Commitment Ordinary Shares). Company. is furnishing this opinion as Exhibits 5.1 and 23.3 to the Registration Statement. 1. (1) Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover any additional ordinary shares of Company. (“Ordinary Shares”) that become issuable as a result of any stock dividend, stock split, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase to the number of outstanding Ordinary Shares, as applicable. (2) Consists of 5,486,784 Ordinary Shares, as represented by American depositary shares (“ADSs”) each representing one Ordinary Share, issuable by Company. upon the exercise of the Sponsor Warrants (as defined in this Registration Statement). (3) Calculated pursuant to Rule 457(g) under the Securities Act, based on the exercise price of the warrants. (4) Consists of 9,550,246 Ordinary Shares, as represented by ADSs, issuable by Company. upon the exercise of Public Warrants (as defined in this Registration Statement). (5) Consists of an aggregate of 675,470,711 Ordinary Shares registered for resale by the Selling Securityholders named in this Registration Statement. ADSs issuable upon exercise of all Warrants. 15,037,030 American Depositary Shares (ADSs). Use of Proceeds Company will receive up to an aggregate of approximately US\$172.9 million from the exercise of all Warrants, assuming the exercise in full of all of the Warrants for cash. The exercise price of the Warrants is US\$11.50 per share, subject to adjustment as described herein, and the closing price of the American Depositary Shares (ADSs) on Nasdaq on May 1, 2024, was US\$6.38 per ADS. The likelihood that warrant holders will exercise the Warrants and any cash proceeds that Company would receive are dependent upon the market price of the Ordinary Shares, among other factors. If the market price for the ADSs is less than US\$11.50 per share, Company believes warrant holders will be unlikely to exercise their Warrants. There is no assurance that the Warrants will be “in the money” prior to their expiration or that the Warrant holders will exercise their Warrants. To the extent that any Warrants are exercised on a cashless basis, the amount of cash Company would receive from the exercise of the Warrants will decrease. See the section titled “Use of Proceeds.” The summary below describes the principal terms of the offering. The “Description of Share Capital” section and “Description of American Depositary Shares” section of this prospectus contain a more detailed description of Company's American Depositary Shares, Ordinary Shares, and Warrants. Securities being registered Up to (i) 680,957,495 American Depositary Shares (ADSs); (ii) 15,037,030 ADSs, issuable upon the exercise of the Warrants; and (iii) 5,486,784 Warrants. Up to 680,957,495 American Depositary Shares (ADSs) are offered by the Selling Securityholders, which represent: ● 542,850,129 Ordinary Shares beneficially owned by Subsidiary A, Subsidiary B, Counterparty B, Subsidiary C, Mission Purple L.P., SCC Growth V Holdco B, Ltd., Mission Bloom Limited, Sky Macro Resources Limited, Jingkai Fund, Northpole GLY 3 LP, Hangzhou Fuyang Investment Development Co., Ltd., and Ningbo Shangchuang Equity Investment Partnership (Limited Partnership), which were originally acquired prior to the Closing Date; ● 7,162,718 Sponsor Shares issued to the Company Capital Acquisition Alliance Founder Shareholders on the Closing Date in exchange for the LCAA Class B Ordinary Shares; ● 5,486,784 Ordinary Shares issuable upon the exercise of the Sponsor Warrants. ● 122,446,496 Ordinary Shares issued to the PIPE Investors on the Closing Date; and ● 3,011,368 Ordinary Shares issued to the CB Investors on the Closing Date. Up to 5,486,784 Warrants issued.
Each ADS holder and beneficial owner shall comply with Company's requests pursuant to Cayman Islands law, the rules and requirements of NASDAQ, and any other stock exchange on which the ordinary shares are, or will be, registered, traded, or listed, or Company's memorandum and articles of association. These requests are made to provide information, inter alia, regarding the capacity in which such ADS holder or beneficial owner owns ADS, the identity of any other person interested in such ADS, the nature of such interest, and various other matters, whether or not they are ADS holders or beneficial owners at the time of such requests. SECTION 1.8 “Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday, and Friday which is not (a) a day on which banking institutions in the Borough of Manhattan, The City of New York are authorized or obligated by law or executive order to close and (b) a day on which the market(s) in which American Depositary Shares (ADSs) are traded are closed. SECTION 1.9 “Commission” shall mean the Securities and Exchange Commission of the United States or any successor governmental agency in the United States. SECTION 1.10 “Company” shall mean Company, a corporation incorporated and existing under the laws of the Cayman Islands, and its successors. SECTION 1.11 “Corporate Trust Office” when used with respect to the Depositary, shall mean the corporate trust office of the Depositary at which at any particular time the Depositary's depositary receipts business shall be administered, which, at the date of this Deposit Agreement, is located at [Address Redacted]. Under the circumstances that Company decides to make an amendment to the deposit agreement that is disadvantageous to ADS holders or terminate the deposit agreement, the ADS holders may choose to sell their ADSs or surrender their ADSs and become direct holders of the underlying ordinary shares, but will have no right to any compensation whatsoever. Company's American Depositary Shares (ADSs) are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems necessary in connection with the performance of its duties. The depositary may close its books from time to time for a number of reasons, including in connection with corporate events such as a rights offering, during which time the depositary needs to maintain an exact number of ADS holders on its books for a specified period. The depositary may also close its books in emergencies, and on weekends and public holidays. Company does not intend to determine its earnings and profits under U.S. federal income tax principles. Accordingly, notwithstanding the discussion in the preceding paragraph, distributions on ADSs, if any, will generally be taxed to U.S. Holders as dividend distributions for U.S. federal income tax purposes. Individual and certain other non-corporate U.S. Holders may be subject to tax at the lower capital gains rate applicable to “qualified dividend income,” provided that (i) the American Depositary Shares (ADSs) are readily tradable on an established securities market in the United States and (ii) Company is not treated as a Passive Foreign Investment Company (PFIC) in the taxable year the dividend is paid or in the taxable preceding year. U.S. Treasury Department guidance indicates that shares listed on Nasdaq (on which the ADSs are listed) will be considered readily tradable on an established securities market in the United States. Notwithstanding that the ADSs are listed on Nasdaq, however, there can be no assurance that the ADSs will be considered readily tradable on an established securities market in future years. U.S. Holders should consult their tax advisors regarding the availability of such lower rate for any dividends paid with respect to the ADSs. SECTION 1.23 “Foreign Registrar” shall mean the entity, if any, that carries out the duties of registrar for the Shares or any successor as registrar for the Shares and any other appointed agent of Company for the transfer and registration of Shares or, if no such agent is so appointed and acting, Company. SECTION 1.24 “Holder” shall mean the person in whose name a Receipt is registered on the books of the Depositary (or the Registrar, if any) maintained for such purpose. A Holder may or may not be a Beneficial Owner. A Holder shall be deemed to have all requisite authority to act on behalf of those Beneficial Owners of the American Depositary Receipts (ADRs) registered in such Holder’s name. SECTION 1.25 “Indemnified Person” and “Indemnifying Person” shall have the respective meanings set forth in Section 5.8 hereof. SECTION 1.26 “Losses” shall have the meaning set forth in Section 5.8 hereof. SECTION 1.28 “Opinion of Counsel” shall mean a written opinion from legal counsel to Company who is acceptable to the Depositary. SECTION 1.29 “Receipt(s); “American Depositary Receipt(s)”; As stated under “Dividend Policy,” Company does not anticipate paying any cash distributions on the ADSs in the foreseeable future. However, subject to the discussion below under “— Passive Foreign Investment Company Considerations,” a distribution of cash or other property on the ADSs will generally be includable in the gross income of the U.S. Holder as a dividend to the extent the distribution is paid out of Company's current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Such dividends will be taxable to a corporate U.S. Holder at regular rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. Distributions in excess of such earnings and profits will generally be applied against and reduce the U.S. Holder’s basis in the ADSs (but not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such ADSs (see “— Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Securities” below). The denominator is based on 677,931,538 Ordinary Shares outstanding as of September 19, 2024, which excludes Ordinary Shares issued to Counterparty A, the depositary of Company's ADS program, for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under Company's stock incentive plans and includes the 700,000 Commitment Ordinary Shares issued to Investor A, as adjusted to include the number of ADSs set forth in the adjacent column which Company would have sold to Investor A, assuming the purchase price in the first column. The numerator is based on the number of Ordinary Shares underlying ADSs issuable under the Purchase Agreement at the corresponding assumed purchase price set forth in the first column. Reclassifications, Recapitalizations, and Mergers change the nominal or par value of Company's ordinary shares. The cash, shares, or other securities received by the depositary will become deposited securities. Reclassify, split up, or consolidate any of the deposited securities. Each American Depositary Share (ADS) will automatically represent its equal share of the new deposited securities. Distribute securities on the ordinary shares that are not distributed to shareholders, or recapitalize, reorganize, merge, liquidate, sell all or substantially all of Company's assets, or take any similar action. The depositary may distribute some or all of the cash, shares, or other securities received. The depositary may also deliver new American Depositary Shares (ADSs) or ask shareholders to surrender their outstanding American Depositary Receipts (ADRs) in exchange for new ADRs identifying the new deposited securities. Your obligations under this paragraph shall survive any transfer of American Depositary Receipts (ADRs), any surrender of ADRs, and withdrawal of deposited securities or the termination of the deposit agreement. Reclassifications, Recapitalizations, and Mergers change the nominal or par value of Company's ordinary shares. The cash, shares, or other securities received by the depositary will become deposited securities. Reclassify, split up, or consolidate any of the deposited securities. Each American Depositary Share (ADS) will automatically represent its equal share of the new deposited securities. Distribute securities on the ordinary shares that are not distributed to shareholders, or recapitalize, reorganize, merge, liquidate, sell all or substantially all of Company's assets, or take any similar action. The depositary may distribute some or all of the cash, shares, or other securities received. The depositary may also deliver new American Depositary Shares (ADSs) or ask shareholders to surrender their outstanding American Depositary Receipts (ADRs) in exchange for new ADRs identifying the new deposited securities. However, no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter if Company informs the depositary it does not wish such proxy given, substantial opposition exists or the matter materially and adversely affects the rights of holders of the ordinary shares. Company cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote the ordinary shares underlying your American Depositary Shares (ADSs). In addition, there can be no assurance that ADS holders and beneficial owners generally, or any specific holder or beneficial owner, will be given the opportunity to vote or cause the custodian to vote on the same terms and conditions as the holders of Company's ordinary shares. The depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that shareholders may not be able to exercise their right to vote, and they may have no recourse if the ordinary shares underlying their American Depositary Shares (ADSs) are not voted as requested. This prospectus relates to the issuance by Company of up to 15,037,030 American depositary shares of Company, or ADSs, each representing one registered ordinary share, par value US\$0.00001 per share, of Company, or Ordinary Share, including (i) 9,550,246 ADSs issuable upon the exercise of statement warrants, or Public Warrants, to purchase Ordinary Shares in the form of ADSs at an exercise price of US\$11.50 per share, which were issued on February 22, 2024, or the Closing Date, in exchange for the public warrants, or the Counterparty A Public Warrants, of Counterparty A with the Acquisition Corp, or Counterparty A, that were issued in the initial public offering of Counterparty A; and (ii) 5,486,784 ADSs issuable upon the exercise of warrants, or Sponsor Warrants, to purchase Ordinary Shares in the form of ADSs at an exercise price of US\$11.50 per share, which were issued to Counterparty B, or the Sponsor, on the Closing Date in exchange for the private placement warrants, or the Counterparty A Private Warrants, purchased by the Sponsor for a total consideration of US\$8,230,176 in a private placement concurrent with the initial public offering of Counterparty A at a price of US\$1.50 per warrant. Disclosure of Interests Each ADS holder and beneficial owner shall comply with Company's requests pursuant to Cayman Islands law, the rules and requirements of NASDAQ, and any other stock exchange on which the ordinary shares are, or will be, registered, traded, or listed, or Company's memorandum and articles of association. These requests are made to provide information, inter alia, regarding the capacity in which such ADS holder or beneficial owner owns ADS, the identity of any other person interested in such ADS, the nature of such interest, and various other matters, whether or not they are ADS holders or beneficial owners at the time of such requests. How can the deposit agreement be amended? Company may agree with the depositary to amend the deposit agreement and the form of American Depositary Receipts (ADRs) without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges, or similar items, including expenses incurred in connection with foreign exchange control regulations and other charges specifically payable by American Depositary Share (ADS) holders under the deposit agreement, or materially prejudices a substantial existing right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended. See “Risk Factors” beginning on page 17 of the Prospectus for a discussion of information that should be considered in connection with an investment in Company's securities. Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is November 8, 2024. SECTION 1.4 “Article” shall refer to an article of the American Depositary Receipts as set forth in the Form of Face of Receipt and Form of Reverse of Receipt in Exhibit A and Exhibit B annexed hereto. SECTION 1.5 “Articles of Association” shall mean the articles of association of Company, as amended from time to time. SECTION 1.6 “ADS Record Date” shall have the meaning given to such term in Section 4.7 hereof. SECTION 1.7 “Beneficial Owner” shall mean, with respect to any ADS, any person or entity having a beneficial interest in such ADS. A Beneficial Owner need not be the Holder of the ADR evidencing such ADSs. A Beneficial Owner may exercise any rights or receive any benefits hereunder solely through the Holder of the ADR(s) evidencing the ADSs in which such Beneficial Owner has an interest. This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 23, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of Company's Registration Statement on Form F-1 (Registration No. 333-279108), as amended and supplemented, with the information contained in Company's Current Report on Form 6-K, furnished to the Securities and Exchange Commission on October 1, 2024. The Prospectus relates to (i) the issuance by Company of up to 15,037,030 Ordinary Shares upon exercise of the Warrants, and (ii) the offer and resale from time to time by the selling securityholders identified in the Prospectus or their pledgees, donees, transferees, assignees, or other successors in interest (that receive any of the securities as a gift, distribution, or other non-sale related transfer) of up to (a) 680,957,495 Ordinary Shares (including 5,486,784 Ordinary Shares issuable upon the exercise of the Sponsor Warrants), and (b) up to 5,486,784 Sponsor Warrants. As part of its business strategy, Company may acquire or make investments in companies, solutions, or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional share capital may cause shareholders to experience significant dilution of their ownership interests and the per American Depositary Share (ADS) value of Company's ADSs to decline. Holders of Company's American Depositary Shares (ADSs) may not have the same voting rights as registered shareholders and might not receive voting materials in time to exercise their right to vote. Except as described in this prospectus and in the deposit agreement, holders of Company's American Depositary Shares (ADSs) will not be able to exercise voting rights attaching to the underlying Ordinary Shares evidenced by the ADSs on an individual basis. Under the deposit agreement, holders of Company's ADSs must vote by giving voting instructions to the depositary, including instructions to give a discretionary proxy to a person designated by Company. Upon receipt of such holder’s voting instructions, the depositary will vote the underlying Ordinary Shares in accordance with these instructions. Because of the potential volatility of Company's ADSs and Warrants, the company may become the target of securities litigation in the future. Securities litigation could result in substantial costs and divert management’s attention and resources from Company's business. Company's issuance of additional share capital in connection with financings, acquisitions, investments, equity incentive plans, or otherwise will dilute all other shareholders. Company expects to issue additional share capital in the future that will result in dilution to all other shareholders. American Depositary Shares (ADSs) may be issued by Company pursuant to the Purchase Agreement based on a purchase price that fluctuates based on the price of the ADSs. ADSs are also issuable upon the conversion of the Counterparty A Convertible Bond (CB) with an initial conversion price equal to the volume-weighted average of the last reported sale price of the ADSs over the 10 consecutive trading days immediately preceding the applicable conversion date. Company expects to grant equity awards to key employees under its equity incentive plans. Company also intends to raise capital through equity financings in the future. Deutsche Bank Trust Company Americas, as depositary, will register and deliver the American Depositary Shares (ADSs). Each ADS will represent ownership of one Ordinary Share, deposited with Deutsche Bank AG, Hong Kong Branch, as custodian for the depositary. Each ADS will also represent ownership of any other securities, cash, or other property which may be held by the depositary. The depositary’s corporate trust office, at which the ADSs will be administered, is located at [Address Removed]. The principal executive office of the depositary is also located at [Address Removed]. The Direct Registration System, or DRS, is a system administered by The Depository Trust Company, or DTC, pursuant to which the depositary may register the ownership of uncertificated American Depositary Shares (ADSs), which ownership shall be evidenced by periodic statements issued by the depositary to the ADS holders entitled thereto. Company will not treat American Depositary Shares (ADS) holders as shareholders, and accordingly, you, as an ADS holder, will not have shareholder rights. Cayman Islands law governs shareholder rights. The depositary will be the holder of the ordinary shares underlying your ADSs. For example, it would be unlawful to make a distribution to a holder of Company's ADSs if it consists of securities that require registration under the Securities Act but such securities are not properly registered or distributed pursuant to an applicable exemption from registration. The depositary is not responsible for making a distribution available to any holders of Company's ADSs if any government approval or registration is required for such distribution. Company has no obligation to take any other action to permit the distribution of Company's ADSs, equity shares, rights, or anything else to holders of Company's ADSs. This means that holders of Company's ADSs might not receive the distributions that Company makes on its Ordinary Shares or any value for them at all if it is unlawful or impracticable for Company to make them available to holders. Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. Company has two classes of shares, Class A Ordinary Shares and Class B Ordinary Shares. Earnings and losses are shared pro rata between the two classes of shares. Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 15,037,074 ordinary shares in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the period presented. Company’s statement of operations applies the two-class method in calculating net income per share. See “Risk Factors” beginning on page 17 of the Prospectus for a discussion of information that should be considered in connection with an investment in Company's securities. Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is October 18, 2024. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution. ● Shares. For any ordinary shares that Company distributes as a dividend or free distribution, either (1) the depositary will distribute additional ADSs representing such ordinary shares or (2) existing ADSs as of the applicable record date will represent rights and interests in the additional ordinary shares distributed, to the extent reasonably practicable and permissible under law, in either case, net of applicable fees, charges, and expenses incurred by the depositary and taxes and/or other governmental charges. The depositary will only distribute whole ADSs. The depositary will try to sell ordinary shares which would require it to deliver a fractional ADS and distribute the net proceeds in the same way as it does with cash. The depositary may sell a portion of the distributed ordinary shares sufficient to pay its fees and expenses, and any taxes and governmental charges, in connection with that distribution. ● Elective Distributions in Cash or Shares. SECTION 1.36 “Shares” shall mean ordinary shares in registered form of Company, par value \$0.00001 each, heretofore or hereafter validly issued and outstanding and fully paid. References to Shares shall include evidence of rights to receive Shares, whether or not stated in the particular instance; provided, however, that in no event shall Shares include evidence of rights to receive Shares with respect to which the full purchase price has not been paid or Shares as to which pre-emptive rights have theretofore not been validly waived or exercised; provided further, however, that, if there shall occur any change in par value, split-up, consolidation, reclassification, exchange, conversion or any other event described in Section 4.9 hereof in respect of the Shares, the term “Shares” shall thereafter, to the extent permitted by law, represent the successor securities resulting from such change in par value, split-up, consolidation, reclassification, exchange, conversion or event. Company expected to retain most, if not all, of its available funds and any future earnings to fund the development and growth of its business. As a result, Company does not expect to pay any cash dividends in the foreseeable future. The board of directors of Company has discretion as to whether to distribute dividends. Even if the board of directors decides to declare and pay dividends, the timing, amount, and form of future dividends, if any, will depend on the future results of operations and cash flow, capital requirements and surplus, the amount of distributions, if any, received by Company from subsidiaries, Company's financial condition, contractual restrictions, and other factors deemed relevant by the board of directors. Accordingly, investors may need to rely on sales of Company's American Depositary Shares (ADSs) after price appreciation, which may never occur, as the only way to realize any future gains on their investment. There is no guarantee that Company's ADSs will appreciate in value or that the market price of Company's ADSs will not decline. If Ordinary Shares represented by all of the 44,450,000 ADSs offered by Westwood for resale under this prospectus were issued and outstanding as of the date hereof, such shares would represent approximately 6.2% of the total number of Ordinary Shares outstanding as of the date of this prospectus. If Company elects to issue and sell more than the 44,450,000 ADSs offered under this prospectus to Westwood, which Company has the right, but not the obligation, to do, Company must first register for resale under the Securities Act any such additional ADSs, which could cause additional substantial dilution to holders of Company's securities. The number of ADSs ultimately offered for resale by Westwood is dependent upon the number of ADSs that Company may elect to sell to Westwood under the Purchase Agreement from and after the Commencement Date. There are substantial risks to holders of Company's securities as a result of the sale and issuance of ADSs to Westwood under the Purchase Agreement. These risks include substantial dilution, significant declines in the price of Company's securities, and the company's inability to draw sufficient funds when needed. All capitalized terms used, but not otherwise defined, herein shall have the meanings set forth below, unless otherwise clearly indicated: SECTION 1.1 “Affiliate” shall have the meaning assigned to such term by the Commission under Regulation C promulgated under the Securities Act. SECTION 1.2 “Agent” shall mean such entity or entities as the Depositary may appoint under Section 7.8 hereof, including the Custodian or any successor or addition thereto. SECTION 1.3 “American Depositary Share(s)” and “ADS(s)” shall mean the securities represented by the rights and interests in the Deposited Securities granted to the Holders and Beneficial Owners pursuant to this Deposit Agreement and evidenced by the American Depositary Receipts issued hereunder. Each American Depositary Share shall represent the right to receive one Share, until there occurs a distribution upon the Deposited Securities referred to in Section 4.2 hereof or a change in the Deposited Securities referred to in Section 4.9 hereof with respect to which additional American Depositary Receipts are not executed and delivered; thereafter, each American Depositary Share shall represent the Shares or Deposited Securities specified in such Sections. SECTION 1.18 “DRS/Profile” shall mean the system for the uncertificated registration of ownership of securities pursuant to which ownership of American Depositary Shares (ADSs) is maintained on the books of the Depositary without the issuance of a physical certificate, and transfer instructions may be given to allow for the automated transfer of ownership between the books of the Depository Trust Company (DTC) and the Depositary. Ownership of ADSs held in DRS/Profile is evidenced by periodic statements issued by the Depositary to the Holders entitled thereto. SECTION 1.19 “DTC” shall mean The Depository Trust Company, the central book-entry clearinghouse and settlement system for securities traded in the United States, and any successor entity thereto. SECTION 1.20 “DTC Participants” shall mean participants within The Depository Trust Company. SECTION 1.21 “Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended from time to time. SECTION 1.22 “Foreign Currency” shall mean any currency other than U.S. Dollars. The depositary may, in its sole discretion, require that any dispute or difference arising from the relationship created by the deposit agreement be referred to and finally settled by arbitration conducted under the terms described in the deposit agreement. These arbitration provisions govern such disputes or differences and do not, in any event, preclude holders of American Depositary Shares from pursuing claims under the Securities Act or the Exchange Act in federal courts. See “Description of American Depositary Shares” for more information. The deposit agreement governing the American Depositary Shares (ADSs) representing Company's ordinary shares provides that, subject to the depositary’s right to require a claim to be submitted to arbitration, the United States District Court for the Southern District of New York (or, if the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute, the state courts in New York County, New York) have exclusive jurisdiction to hear and determine claims arising under the deposit agreement. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus, and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Company's American Depositary Shares (ADSs) and Warrants are listed on the Nasdaq Stock Market LLC, or Nasdaq, under the trading symbols “LOT” and “LOTWW,” respectively. On November 7, 2024, the closing price of Company's ADSs on Nasdaq was \$4.33 per share, and the closing price of Company's Warrants on Nasdaq was \$0.2750 per warrant. Company may further amend or supplement the Prospectus and this prospectus supplement from time to time by filing amendments or supplements as required. Investors should read the entire Prospectus, this prospectus supplement, and any amendments or supplements carefully before making their investment decision. Investing in Company's securities involves a high degree of risk. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, American Depositary Share (ADS) holders may lose some or all of the value of the distribution. ● Shares. For any ordinary shares that Company distributes as a dividend or free distribution, either (1) the depositary will distribute additional ADSs representing such ordinary shares or (2) existing ADSs as of the applicable record date will represent rights and interests in the additional ordinary shares distributed, to the extent reasonably practicable and permissible under law, in either case, net of applicable fees, charges, and expenses incurred by the depositary and taxes and/or other governmental charges. The depositary will only distribute whole ADSs. The depositary will try to sell ordinary shares which would require it to deliver a fractional ADS and distribute the net proceeds in the same way as it does with cash. The depositary may sell a portion of the distributed ordinary shares sufficient to pay its fees and expenses, and any taxes and governmental charges, in connection with that distribution. ● Elective Distributions in Cash or Shares. In addition, the depositary may refuse to deliver, transfer, or register transfers of ADSs generally when the books of Company or the books of the depositary are closed, or at any time if Company or the depositary deems it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement. The depositary of Company's American Depositary Shares (ADSs) has agreed to pay holders of Company's ADSs the cash dividends or other distributions that the depositary or the custodian for Company's ADSs receives on Ordinary Shares or other deposited securities after deducting its fees and expenses in accordance with the deposit agreement. Holders of Company's ADSs will receive these distributions in proportion to the number of the underlying Ordinary Shares that their ADSs represent. However, the depositary is not responsible if it is unlawful or impracticable to make a distribution available to any holders of Company's ADSs. If Company offers holders of its ordinary shares the option to receive dividends in either cash or shares, the depositary, after consultation with Company and having received timely notice as described in the deposit agreement of such elective distribution by Company, has discretion to determine to what extent such elective distribution will be made available to holders of the ADSs. Company must timely first instruct the depositary to make such elective distribution available to holders of the ADSs and furnish the depositary with satisfactory evidence that it is legal to do so. The depositary could decide it is not legal or reasonably practicable to make such elective distribution available to holders of the ADSs. In such case, the depositary shall, on the basis of the same determination as is made in respect of the ordinary shares for which no election is made, distribute either cash in the same way as it does in a cash distribution, or additional ADSs representing ordinary shares in the same way as it does in a share distribution. Each ADS holder and beneficial owner shall (a) provide such information as Company or the depositary may request pursuant to law, including, without limitation, applicable law of the Cayman Islands or the U.S., Company's memorandum and articles of association, any resolutions of Company's Board of Directors adopted pursuant to such memorandum and articles of association, the requirements of any markets or exchanges upon which the ordinary shares, ADSs, or ADRs are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or ADRs may be transferred, regarding the capacity in which they own or owned ADRs, the identity of any other persons then or previously interested in such ADRs and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, Company's memorandum and articles of association, and the requirements of any markets or exchanges upon which the ADSs, ADRs, or ordinary shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, ADRs, or ordinary shares may be transferred, to the same extent as if such ADS holder or beneficial owner held ordinary shares directly, in each case irrespective of whether or not they are ADS holders or beneficial owners at the time such request is made. Although the Purchase Agreement provides that Company may sell up to US$350 million of the ADSs to Counterparty A, only 44,450,000 ADSs are being registered for resale by Counterparty A under this prospectus, which represents (i) the 700,000 Commitment ADSs representing the Commitment Ordinary Shares that Company issued to Counterparty A under the Purchase Agreement and (ii) up to 43,750,000 ADSs, representing 43,750,000 Ordinary Shares that may be issued to Counterparty A from and after the Commencement Date, if and when Company elects to sell ADSs to Counterparty A under the Purchase Agreement. Depending on the market prices of the ADSs at the time Company elects to issue and sell ADSs to Counterparty A under the Purchase Agreement, Company may need to register for resale under the Securities Act additional ADSs in order to receive aggregate gross proceeds equal to the US$350 million Total VWAP Purchase Commitment available to Company under the Purchase Agreement. How will shareholders receive dividends and other distributions on their shares? The depositary has agreed to pay to shareholders the cash dividends or other distributions that the depositary or the custodian receives on ordinary shares or other deposited securities, after deducting the depositary's fees and expenses. Shareholders will receive these distributions in proportion to the number of ordinary shares that their ADSs represent as of the record date (which will be as close as practicable to the record date for Company's ordinary shares) set by the depositary with respect to the ADSs. ● Cash. The depositary will convert or cause to be converted any cash dividend or other cash distribution that Company pays on the ordinary shares or any net proceeds from the sale of any ordinary shares, rights, securities, or other entitlements under the terms of the deposit agreement into U.S. dollars if the depositary can do so on a practicable basis, and can transfer the U.S. dollars to the U.S. The depositary will distribute promptly the amount thus received. This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 23, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of Company.'s Registration Statement on Form F-1 (Registration No. 333-279108), as amended and supplemented, with the information contained in Company.'s Current Report on Form 6-K, furnished to the Securities and Exchange Commission on October 18, 2024. The Prospectus relates to (i) the issuance by Company. of up to 15,037,030 Ordinary Shares upon exercise of the Warrants, and (ii) the offer and resale from time to time by the selling securityholders identified in the Prospectus or their pledgees, donees, transferees, assignees, or other successors in interest (that receive any of the securities as a gift, distribution, or other non-sale related transfer) of up to (a) 680,957,495 Ordinary Shares (including 5,486,784 Ordinary Shares issuable upon the exercise of the Sponsor Warrants), and (b) up to 5,486,784 Sponsor Warrants. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus, and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Company's American Depositary Shares (ADSs) and Warrants are listed on the Nasdaq Stock Market LLC, or Nasdaq, under the trading symbols “LOT” and “LOTWW,” respectively. On October 17, 2024, the closing price of Company's ADSs on Nasdaq was \$4.58 per share, and the closing price of Company's Warrants on Nasdaq was \$0.30 per warrant. Company may further amend or supplement the Prospectus and this prospectus supplement from time to time by filing amendments or supplements as required. Investors should read the entire Prospectus, this prospectus supplement, and any amendments or supplements carefully before making their investment decision. Investing in Company's securities involves a high degree of risk. Deutsche Bank Trust Company Americas, as depositary, will register and deliver the American Depositary Shares (ADSs). Each ADS will represent ownership of one Ordinary Share, deposited with Deutsche Bank AG, Hong Kong Branch, as custodian for the depositary. Each ADS will also represent ownership of any other securities, cash, or other property that may be held by the depositary. The depositary’s corporate trust office, at which the ADSs will be administered, is located at [Address Removed]. The principal executive office of the depositary is also located at [Address Removed]. The Direct Registration System, or DRS, is a system administered by The Depository Trust Company, or DTC, pursuant to which the depositary may register the ownership of uncertificated American Depositary Shares (ADSs), which ownership shall be evidenced by periodic statements issued by the depositary to the ADS holders entitled thereto. Company will not treat American Depositary Shares (ADS) holders as its shareholders and accordingly, you, as an ADS holder, will not have shareholder rights. Cayman Islands law governs shareholder rights. The depositary will be the holder of the ordinary shares underlying your ADSs. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus, and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Company's American Depositary Shares (ADSs) and Warrants are listed on the Nasdaq Stock Market LLC, or Nasdaq, under the trading symbols “LOT” and “LOTWW,” respectively. On September 27, 2024, the closing price of Company's ADSs on Nasdaq was \$4.95 per share, and the closing price of Company's Warrants on Nasdaq was \$0.30 per warrant. Company may further amend or supplement the Prospectus and this prospectus supplement from time to time by filing amendments or supplements as required. Investors should read the entire Prospectus, this prospectus supplement, and any amendments or supplements carefully before making their investment decision. Investing in Company's securities involves a high degree of risk. However, no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter if Company informs the depositary it does not wish such proxy given, substantial opposition exists, or the matter materially and adversely affects the rights of holders of the ordinary shares. Company cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote the ordinary shares underlying your American Depositary Shares (ADSs). In addition, there can be no assurance that ADS holders and beneficial owners generally, or any holder or beneficial owner in particular, will be given the opportunity to vote or cause the custodian to vote on the same terms and conditions as the holders of Company's ordinary shares. The depositary and its agents are not responsible for failing to carry out voting instructions or for the manner in which voting instructions are executed. This means that shareholders may not be able to exercise their right to vote, and they may have no recourse if the ordinary shares underlying their American Depositary Shares (ADSs) are not voted as requested. The depositary is not obligated to make available to holders of the ADSs a method to receive the elective dividend in shares rather than in ADSs. There can be no assurance that holders of the ADSs will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of ordinary shares. ● Rights to Purchase Additional Shares. If Company offers holders of its ordinary shares any rights to subscribe for additional shares, the depositary shall, having received timely notice as described in the deposit agreement of such distribution by Company, consult with Company, and Company must determine whether it is lawful and reasonably practicable to make these rights available to holders of the ADSs. Company must first instruct the depositary to make such rights available to holders of the ADSs and furnish the depositary with satisfactory evidence that it is legal to do so. and “ADR(s)” shall mean the certificate(s) or statement(s) issued by the Depositary evidencing the American Depositary Shares issued under the terms of this Deposit Agreement, as such Receipts may be amended from time to time in accordance with the provisions of this Deposit Agreement. References to Receipts shall include physical certificated Receipts as well as American Depositary Shares issued through any book-entry system, including, without limitation, DRS/Profile, unless the context otherwise requires. SECTION 1.30 “Registrar” shall mean the Depositary or any bank or trust company having an office in the Borough of Manhattan, The City of New York, which shall be appointed by the Depositary to register ownership of Receipts and transfer of Receipts as herein provided, and shall include any co-registrar appointed by the Depositary for such purposes. Registrars (other than the Depositary) may be removed and substitutes appointed by the Depositary. SECTION 1.31 “Restricted ADRs” shall have the meaning set forth in Section 2.11 hereof. SECTION 1.32 “Restricted ADSs” shall have the meaning set forth in Section 2.11 hereof. Holders of Company's American Depositary Shares (ADSs) might not receive distributions on Company's equity shares, or any value for them at all, if it is unlawful or impracticable for Company to make them available to such holders. The depositary of Company's American Depositary Shares (ADSs) has agreed to pay holders of Company's ADSs the cash dividends or other distributions that it or the custodian for Company's ADSs receives on Ordinary Shares or other deposited securities after deducting its fees and expenses in accordance with the deposit agreement. Holders of Company's ADSs will receive these distributions in proportion to the number of the underlying Ordinary Shares that their ADSs represent. However, the depositary is not responsible if it is unlawful or impracticable to make a distribution available to any holders of Company's ADSs. For example, it would be unlawful to make a distribution to a holder of Company's ADSs if it consists of securities that require registration under the Securities Act but such securities are not properly registered or distributed pursuant to an applicable exemption from registration. SECTION 1.33 “Restricted Securities” shall mean Shares which (i) have been acquired directly or indirectly from the Company or any of its Affiliates in a transaction or chain of transactions not involving any public offering and subject to resale limitations under the Securities Act or the rules issued thereunder, or (ii) are held by an officer or director (or persons performing similar functions) or other Affiliate of the Company or (iii) are subject to other restrictions on sale or deposit under the laws of the United States or the Cayman Islands, under a shareholders’ agreement, shareholders’ lock-up agreement or the Articles of Association or under the regulations of an applicable securities exchange unless, in each case, such Shares are being sold to persons other than an Affiliate of the Company in a transaction (x) covered by an effective resale registration statement or (y) exempt from the registration requirements of the Securities Act (as hereafter defined) and the Shares are not, when held by such person, Restricted Securities. SECTION 1.34 “Restricted Shares” shall have the meaning set forth in Section 2.11 hereof. SECTION 1.35 “Securities Act” shall mean the United States Securities Act of 1933, as amended from time to time. There can be no assurance that you will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of ordinary shares. ● Rights to Purchase Additional Shares. If Company offers holders of its ordinary shares any rights to subscribe for additional shares, the depositary shall, having received timely notice as described in the deposit agreement of such distribution by Company, consult with Company, and Company must determine whether it is lawful and reasonably practicable to make these rights available to you. Company must first instruct the depositary to make such rights available to you and furnish the depositary with satisfactory evidence that it is legal to do so. If the depositary decides it is not legal or reasonably practicable to make the rights available but that it is lawful and reasonably practicable to sell the rights, the depositary will endeavor to sell the rights and, in a riskless principal capacity or otherwise, at such place and upon such terms (including public or private sale) as it may deem proper, distribute the net proceeds in the same way as it does with cash. As consideration for Counterparty A’s commitment to purchase the American Depositary Shares (ADSs) upon the terms of and subject to satisfaction of the conditions set forth in the Purchase Agreement, Company issued 700,000 Ordinary Shares, or the Commitment Ordinary Shares, to Counterparty A on September 19, 2024. Counterparty A has agreed that the total amount of Commitment ADSs Counterparty A will sell on any trading day will not exceed 10% of the average daily trading volume in the ADSs on Nasdaq during the five trading days immediately preceding such trading day. The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions, and indemnification obligations of the parties involved. The representations, warranties, and covenants contained in such agreements were made solely for the purposes of those agreements and as of specific dates, were exclusively for the benefit of the parties to those agreements and the depositary, and may be subject to limitations agreed upon by the contracting parties. Company does not know what the purchase price for the ADSs will be and therefore cannot be certain as to the number of ADSs that may be issued to Counterparty A under the Purchase Agreement after the Commencement Date. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus, and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Company's American Depositary Shares (ADSs) and Warrants are listed on the Nasdaq Stock Market LLC, or Nasdaq, under the trading symbols “LOT” and “LOTWW,” respectively. On November 11, 2024, the closing price of Company's ADSs on Nasdaq was \$4.58 per share, and the closing price of Company's Warrants on Nasdaq was \$0.28 per warrant. Company may further amend or supplement the Prospectus and this prospectus supplement from time to time by filing amendments or supplements as required. Investors should read the entire Prospectus, this prospectus supplement, and any amendments or supplements carefully before making their investment decisions. Investing in Company's securities involves a high degree of risk. SECTION 1.12 “Custodian” shall mean, as of the date hereof, Counterparty A, as the custodian for the purposes of this Deposit Agreement, and any other firm or corporation which may hereinafter be appointed by the Depositary pursuant to the terms of Section 5.5 hereof as a successor or an additional custodian or custodians hereunder, as the context shall require. The term “Custodian” shall mean all custodians, collectively. SECTION 1.13 “Deliver”, “Deliverable” and “Delivery” shall mean, when used in respect of American Depositary Shares, Receipts, Deposited Securities and Shares, the physical delivery of the certificate representing such security, or the electronic delivery of such security by means of book-entry transfer, as appropriate, including, without limitation, through DRS/Profile. With respect to DRS/Profile American Depositary Receipts, the terms “execute”, “issue”, “register”, “surrender”, “transfer” or “cancel” refer to applicable entries or movements to or within DRS/Profile. Basic and diluted net income per ordinary share for Class A ordinary shares and Class B ordinary shares is calculated by dividing net income attributable to Company by the weighted average number of shares of Class A ordinary shares and Class B ordinary shares outstanding, allocated proportionally to each class of ordinary shares. This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 23, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of Company.'s Registration Statement on Form F-1 (Registration No. 333-279108), as amended and supplemented, with the information contained in Company.'s Current Report on Form 6-K, furnished to the Securities and Exchange Commission on November 12, 2024. The Prospectus relates to (i) the issuance by Company. of up to 15,037,030 Ordinary Shares upon exercise of the Warrants, and (ii) the offer and resale from time to time by the selling securityholders identified in the Prospectus or their pledgees, donees, transferees, assignees, or other successors in interest (that receive any of the securities as a gift, distribution, or other non-sale related transfer) of up to (a) 680,957,495 Ordinary Shares (including 5,486,784 Ordinary Shares issuable upon the exercise of the Sponsor Warrants), and (b) up to 5,486,784 Sponsor Warrants. [FORM OF FACE OF RECEIPT]  
AMERICAN DEPOSITARY RECEIPT for  
AMERICAN DEPOSITARY SHARES representing  
DEPOSITED ORDINARY SHARES of Company. DEUTSCHE BANK TRUST COMPANY AMERICAS, as depositary (herein called the “Depositary”), hereby certifies that [insert name] is the owner of [insert number] American Depositary Shares (hereinafter “ADS”), representing deposited ordinary shares, each of par value of U.S. \$0.00001, including evidence of rights to receive such ordinary shares (the “Shares”) of Company., a company incorporated under the laws of the Cayman Islands (the “Company”). As of the date of the Deposit Agreement (hereinafter referred to), each ADS represents one Share deposited under the Deposit Agreement with the Custodian, which at the date of execution of the Deposit Agreement is Deutsche Bank AG, Hong Kong Branch (the “Custodian”). The ratio of Depositary Shares to shares of stock is subject to subsequent amendment as provided in Article IV of the Deposit Agreement. The Depositary’s Corporate Trust Office is located at [address removed]. (1)              The Deposit Agreement. In the event that the terms of an amendment impose or increase fees or charges (other than charges in connection with foreign exchange control regulations, and taxes and/or other governmental charges, delivery, and other such expenses) or that would otherwise prejudice any substantial existing right of the ADS holders, such amendment will not become effective as to outstanding ADSs until the expiration of 30 days after notice of that amendment has been disseminated to ADS holders, and no prior consent of the ADS holders is required under the deposit agreement. Furthermore, Company may decide to terminate the ADS facility at any time for any reason. For example, terminations may occur when Company decides to list its ordinary shares on a non-U.S. securities exchange and determines not to continue to sponsor an ADS facility or when Company becomes the subject of a takeover or a going-private transaction. If the ADS facility will terminate, ADS holders will receive at least 90 days’ prior notice, but no prior consent is required from them. See “Risk Factors” beginning on page 17 of the Prospectus for a discussion of information that should be considered in connection with an investment in Company's securities. Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is October 1, 2024. This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 23, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of Company.'s Registration Statement on Form F-1 (Registration No. 333-279108), as amended and supplemented, with the information contained in Company.'s Current Report on Form 6-K, furnished to the Securities and Exchange Commission on November 8, 2024. The Prospectus relates to (i) the issuance by Company. of up to 15,037,030 Ordinary Shares upon exercise of the Warrants, and (ii) the offer and resale from time to time by the selling securityholders identified in the Prospectus or their pledgees, donees, transferees, assignees, or other successors in interest (that receive any of the securities as a gift, distribution, or other non-sale related transfer) of up to (a) 680,957,495 Ordinary Shares (including 5,486,784 Ordinary Shares issuable upon the exercise of the Sponsor Warrants), and (b) up to 5,486,784 Sponsor Warrants. SECTION 1.14 “Deposit Agreement” shall mean this Deposit Agreement and all exhibits annexed hereto, as the same may from time to time be amended and supplemented in accordance with the terms of this Deposit Agreement. SECTION 1.15 “Depositary” shall mean Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank AG, in its capacity as depositary under the terms of this Deposit Agreement, and any successor depositary under this agreement. SECTION 1.16 “Deposited Securities” as of any time shall mean Shares at such time deposited or deemed to be deposited under this Deposit Agreement and any and all other securities, property, and cash received or deemed to be received by Deutsche Bank Trust Company Americas in respect thereof and held hereunder, subject, in the case of cash, to the provisions of Section 4.6. SECTION 1.17 “Dollars” and “$” shall mean the lawful currency of the United States. No condition, stipulation, or provision of the deposit agreement or American Depositary Shares (ADSs) shall relieve Company or the depositary from their respective obligations to comply with the Securities Act and the Exchange Act. The Warrants are exercisable for Ordinary Shares in the form of American Depositary Shares (ADSs), which would increase the number of shares eligible for resale in the public market and result in dilution to shareholders. Warrants to purchase an aggregate of 15,037,030 Ordinary Shares in the form of American Depositary Shares (ADSs) are exercisable in accordance with the terms of the Warrant Agreement governing those securities. The number of Warrants outstanding is equal to approximately 2.2% of the currently outstanding Ordinary Shares. The exercise price of the Warrants is US$11.50 per share, subject to adjustment. To the extent such Warrants are exercised, additional Ordinary Shares in the form of ADSs will be issued, which will result in dilution to the existing holders of Ordinary Shares or ADSs and increase the number of shares eligible for resale in the public market. See “Risk Factors” beginning on page 17 of the Prospectus for a discussion of information that should be considered in connection with an investment in Company's securities. Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is November 12, 2024. How will shareholders receive dividends and other distributions on their shares? The depositary has agreed to pay to shareholders the cash dividends or other distributions that the depositary or the custodian receives on ordinary shares or other deposited securities, after deducting the depositary's fees and expenses. Shareholders will receive these distributions in proportion to the number of ordinary shares that their American Depositary Shares (ADSs) represent as of the record date (which will be as close as practicable to the record date for Company's ordinary shares) set by the depositary with respect to the ADSs. ● Cash. The depositary will convert or cause to be converted any cash dividend or other cash distribution that Company pays on the ordinary shares or any net proceeds from the sale of any ordinary shares, rights, securities, or other entitlements under the terms of the deposit agreement into U.S. dollars if the depositary can do so on a practicable basis, and can transfer the U.S. dollars to the U.S. and will distribute promptly the amount thus received. Holders of Company's ADSs will not be able to directly exercise their right to vote with respect to the underlying Ordinary Shares unless they withdraw the underlying Ordinary Shares. Holders of Company's ADSs may not receive voting materials in time to instruct the depositary to vote, and it is possible that holders of Company's ADSs, or persons who hold their ADSs through brokers, dealers, or other third parties, will not have the opportunity to exercise their right to vote. The voting rights of holders of Company's American Depositary Shares (ADSs) are limited by the terms of the deposit agreement, and holders of Company's ADSs may not be able to exercise rights to direct how the Ordinary Shares represented by Company's ADSs are voted. A holder of Company's American Depositary Shares (ADSs) may only exercise the voting rights with respect to the underlying Ordinary Shares in accordance with the provisions of the deposit agreement. Upon receipt of voting instructions from a holder of Company's ADSs in the manner set forth in the deposit agreement, the depositary will endeavor to vote the underlying Ordinary Shares in accordance with these instructions. Company expected to retain most, if not all, of its available funds and any future earnings to fund the development and growth of its business. As a result, Company does not expect to pay any cash dividends in the foreseeable future. Company's board of directors has discretion as to whether to distribute dividends. Even if the board of directors decides to declare and pay dividends, the timing, amount, and form of future dividends, if any, will depend on the future results of operations and cash flow, capital requirements and surplus, the amount of distributions, if any, received by Company from subsidiaries, Company's financial condition, contractual restrictions, and other factors deemed relevant by the board of directors. Accordingly, investors may need to rely on sales of Company's American Depositary Shares (ADSs) after price appreciation, which may never occur, as the only way to realize any future gains on their investment. There is no guarantee that Company's ADSs will appreciate in value or that the market price of Company's ADSs will not decline. If Company offers holders of its ordinary shares the option to receive dividends in either cash or shares, the depositary, after consultation with Company and having received timely notice as described in the deposit agreement of such elective distribution by Company, has discretion to determine to what extent such elective distribution will be made available to you as a holder of the ADSs. Company must timely first instruct the depositary to make such elective distribution available to you and furnish it with satisfactory evidence that it is legal to do so. The depositary could decide it is not legal or reasonably practicable to make such elective distribution available to you. In such case, the depositary shall, on the basis of the same determination as is made in respect of the ordinary shares for which no election is made, distribute either cash in the same way as it does in a cash distribution, or additional ADSs representing ordinary shares in the same way as it does in a share distribution. The depositary is not obligated to make available to you a method to receive the elective dividend in shares rather than in ADSs.