Item 4 — Purpose of Transaction
Item 4 is amended to include the following disclosure at the end of the Item: Agreement and Plan of Merger On June 18, 2025, the Issuer, Parent and Merger Sub entered into the Merger Agreement pursuant to which, among other things, Merger Sub will merge with and into the Issuer (the 'Merger'), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. The Merger Agreement was approved unanimously by the board of directors of the Issuer (the 'Board'), acting upon the unanimous recommendation of a special committee of the Board consisting of the three existing independent directors of the Board (the 'Special Committee') and the Board resolved to recommend approval of the Merger and the Merger Agreement to the Issuer's shareholders (the 'Issuer Recommendation'). Pursuant to the Merger Agreement, (a) each Ordinary Share issued and outstanding immediately prior to the effective time of the Merger (the 'Effective Time') will be cancelled in exchange for the right to receive US$0.20 per Ordinary Share in cash, without interest (the 'Per Share Merger Consideration'), except for (i) Ordinary Shares represented by ADSs (ii) the Excluded Shares, as defined in the Merger Agreement, which includes Ordinary Shares held by Parent or any direct or indirect subsidiary of Parent and Ordinary Shares owned by the Issuer as treasury shares or by any direct or indirect subsidiary of the Issuer, (iii) Ordinary Shares in respect of which the holder thereof has duly and validly exercised a right of dissent in accordance with Section 179 of the BVI Business Companies Act (the 'BVI Act') and not effectively waived, withdrawn, forfeited, failed to perfect or otherwise lost its rights to dissent from the Merger (the 'Dissenting Shares'), and (iv) outstanding awards of restricted share units issued by the Issuer pursuant to the Issuer's share plan that are subject to transfer and other restrictions which lapse upon the vesting of such awards ('Company Restricted Share Unit Awards'), (b) each Ordinary Share represented by ADSs issued and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive US$2.00 per ADS in cash, without interest (the 'Per ADS Merger Consideration'), (c) the Excluded Shares (including the Rollover Securities (as defined below)) will be cancelled and extinguished, (d) the Dissenting Shares will be cancelled and will cease to exist or be outstanding, and each dissenting shareholder will cease to be a shareholder and will cease to have any rights as a shareholder (including any right to receive Per Share Merger Consideration), subject to and except for the right to receive the payment of the fair value of such Dissenting Shares held by them determined in accordance with Section 179 of the BVI Act, and (e) the Company Restricted Share Unit Awards will be treated as described below. At the Effective Time, the Issuer's equity awards will be treated in the following manner: (i) Each outstanding share option issued by the Issuer pursuant to the Issuers share plan that entitles the holder thereof to purchase Ordinary Shares upon the vesting of such award (a 'Company Option') which is vested will be cancelled in exchange for a cash amount equal to the product of (x) the excess, if any, of the Per Share Merger Consideration over the exercise price of such vested Company Option, multiplied by (y) the number of Ordinary Shares underlying such vested Company Option. If the exercise price of any vested Company Option is equal to or greater than the Per Share Merger Consideration, such Company Option will be cancelled in exchange for an employee incentive award issued by the surviving company which will have substantially similar terms and conditions as under the Issuers share plan and the award agreement with respect to such unvested Company Option. (ii) Each unvested Company Option will automatically be cancelled in exchange for an employee incentive award issued by the surviving company which will have substantially similar terms and conditions as under the Issuers share plan and the award agreement with respect to such unvested Company Option. (iii) Each vested Company Restricted Share Unit Award will be cancelled in exchange for a cash amount equal to the Per Share Merger Consideration. (iv) Each unvested Company Restricted Share Unit Award will be cancelled in exchange for an employee incentive award issued by the surviving company which will have substantially similar terms and conditions as under the Issuers share plan and the award agreement with respect to such unvested Company Restricted Share Unit Award. The Merger Agreement contains customary representations, warranties and covenants of the Issuer, Parent and Merger Sub, including, among others, covenants by the Issuer to conduct its business in the ordinary course of business during the period between execution of the Merger Agreement and, the earlier of, the Effective Time or the termination of the M