重大不利影響 指就任何人士而言，(i)單獨或與任何其他事件、情況、事實或變化一起對該人士的業(yè)務、經(jīng)營、資產(chǎn)、負債(包括或有負債)、經(jīng)營結(jié)果、財務狀況或前景產(chǎn)生重大不利影響的任何事件、情況、事實或變化，或(ii)單獨或與任何其他事件、情況、事實或變化一起導致該人士的業(yè)務、經(jīng)營、資產(chǎn)、負債(包括或有負債)、財務狀況或前景產(chǎn)生重大不利影響的任何事件、情況、事實或變化，事實或改變，任何實質(zhì)上相當于該人員的整個業(yè)務被暫停超過連續(xù)三(3)個月或被終止;(b)該人無法履行其主要業(yè)務合同的30%以上;(c)該人的控制權或該人的控制權的變更受到嚴格限制;kor (d)將使該人士的合格首次公開發(fā)行不可能在最初交易完成之日起六十(60)個月內(nèi)完成;(i)集團公司經(jīng)營所在司法管轄區(qū)的一般經(jīng)濟或政治狀況的變化，(ii)影響集團公司經(jīng)營所在行業(yè)的變化(包括法律的變化)或情況;(iii)涉及本公司及其子公司經(jīng)營的任何司法管轄區(qū)的戰(zhàn)爭、破壞或恐怖主義行為或自然災害，(iv)集團公司根據(jù)交易文件要求或預期采取的任何行動;但就第(i) - (iii)條而言，該等變更對集團公司的影響，與同行業(yè)其他人士相比，不會不成比例。
重大變更 具有第30.8條中定義的含義。
股東成員 指在股東名冊內(nèi)登記為本公司任何股份持有人的人士。
Mission 是指Mission PURPLE l.p.
月份 是指日歷月。
新證券 具有第 32.1(a) 條賦予的含義
NIO資本 指Mission和/或Mission Bloom Limited或其中任何一家
Onshore OpCo 指武漢蓮花科技有限公司(武漢漢路特斯科技有限公司)，一家根據(jù)中國法律注冊成立的有限責任公司。
普通決議 指在股東大會上由有權親自或委托代理人投票的股東以過半數(shù)票數(shù)通過的決議，或由所有有權投票的股東簽署的書面決議;為免生疑問，在計算表決權和有關多數(shù)時，應考慮到每一成員根據(jù)本章程所享有的表決權。
普通股 指本公司股本中面值為每股0.00001美元的普通股。
普通股持有人指普通股持有人。
原董事 具有第62條賦予的含義。
超額配售新證券具有第32.1(e)條賦予的含義。
參與期 具有第32.1(a)條賦予的含義。
人員 指任何自然人、公司、有限責任公司、股份公司、合資企業(yè)、合伙企業(yè)、企業(yè)、信托、非法人組織或任何其他實體或組織。
購買投資者 含義見第32.1(e)條。
PRC 系指中華人民共和國，但僅就本條款而言，不包括香港、澳門特別行政區(qū)和臺灣地區(qū)。
優(yōu)先股持有人指優(yōu)先股持有人。
優(yōu)先股 系指A前系列優(yōu)先股。
合格的首次公開發(fā)行(IPO) 指為實現(xiàn)公司股份在上海證券交易所、深圳證券交易所、紐約證券交易所、納斯達克證券交易所、香港證券交易所、倫敦證券交易所或任何其他經(jīng)使命書面批準的證券交易所或報價系統(tǒng)上市而進行的首次公開發(fā)行和上市或借殼上市(包括通過SPAC)或其他類似交易。
贖回通知 具有第109.1(a)條賦予的含義。
贖回價格 具有第109.1(b)條賦予的含義。
注冊辦事處 指章程第50條規(guī)定的公司注冊辦事處。
董事成員名冊 是指根據(jù)本規(guī)約第40條備存的董事成員名冊
秘書 系指董事委任履行本公司秘書任何職責的任何人士，包括任何助理秘書
印章 系指公司的公章或任何在開曼群島以外使用的公章傳真件。
證券法 系指經(jīng)修訂的1933年美國證券法。
系列 Pre-A 發(fā)行日期表示首次成交日期。
系列 Pre-A 發(fā)行價RMB 6.22981
股東協(xié)議 指本公司、香港子公司、Onshore OpCo、Founder Vehicle、Geely、Etika、蓮花集團、Mission、Mission Bloom Limited和SCC Growth V Holdco B, Ltd.之間于2022年3月18日簽署的第三份經(jīng)修訂和重述的股東協(xié)議(可不時修訂、重述或補充)。
股份 系指本公司股本中的股份。
特別決議 是指在股東大會上以有權親自或委托代理人投票的股東的三分之二多數(shù)通過的決議，或由所有有權投票的股東簽署的書面決議;為免生疑問，在計算表決權和有關多數(shù)時，應考慮到每一成員根據(jù)本章程所享有的表決權。
規(guī)約 系指《開曼群島公司法(經(jīng)修訂)》及其任何修訂或其他法定修改，本章程條款中凡提及《規(guī)約》的任何規(guī)定，均指經(jīng)當時有效的法律修訂的該規(guī)定。
附屬 是指，就任何給定人士而言，由該給定人士直接或間接控制的任何其他人士。
Constitutional
Documents
means, with respect to any Person, the certificate of
incorporation, memorandum of association, bylaws, articles
rights agreement, or similar constitutional documents for
such Person.
Contract
means, a contract, agreement, understanding, indenture,
note, bond, loan, instrument, lease, mortgage, franchise,
license, commitment, purchase order, and other legally
binding arrangement, whether written or oral.
Control
means the possession by a Person, directly or indirectly, of
(a) the legal and beneficial ownership of more than 50% of
the voting shares of another Person; or (b) the power to
direct or cause the direction of the management and policies
of another
Person, whether through the ownership of shares
or other securities carrying the right to vote, through the
composition of the board of directors of such other Person,
by contract or otherwise, and includes, with respect to any
individual, such individual
the spouse, siblings and their spouse, children over 18 years
old and their spouse, siblings of the spouse and parents of
o the foregoing.
Conversion Price
has the meaning ascribed in Article 121.1.
Directors
means the directors of the Company for the time being or, as
the case may be, the directors assembled as a board.
Disbursement Date means the date when Mission disbursed the NC Initial
Investment Amount to the Company, i.e. November 29,
2021.
Equity Securities
means, with respect to any Person, any and all shares, share
capital, membership interests, units, profits interests,
ownership interests, equity interests, voting interests,
registered capital, and other equity securities of such Person,
and any right, warrant, option, call, commitment, conversion
privilege, pre-emptive right or other right to acquire any of
the foregoing, or security convertible into, exchangeable or
exercisable for any of the foregoing, or any Contract
providing for the acquisition of any of the foregoing; for the
means, a contract, agreement, understanding, indenture,
note, bond, loan, instrument, lease, mortgage, franchise,
license, commitment, purchase order, and other legally
binding arrangement, whether written or oral.
means the possession by a Person, directly or indirectly, of
(a) the legal and beneficial ownership of more than 50% of
the voting shares of another Person; or (b) the power to
direct or cause the direction of the management and policies
Person, whether through the ownership of shares
or other securities carrying the right to vote, through the
composition of the board of directors of such other Person,
by contract or otherwise, and includes, with respect to any
individual, such individual
the spouse, siblings and their spouse, children over 18 years
old and their spouse, siblings of the spouse and parents of
Conversion Price shall include any Ordinary Shares, Ordinary Share
Equivalents, Series Pre-A Preferred Shares, any other shares
of the Company or any other securities convertible or
exchangeable into shares of the Company.
Etika means Etika Automotive Sdn Bhd, a private company
incorporated under the laws of Malaysia.
ESOP means, a management and employee incentive programme
enabling certain key employees of the Company to
participate in such programme for the purpose of
incentivising management and key employees to contribute
to the value creation in the Company.
Final Closing shall have the same meaning as ascribed to it in the
Shareholders Agreement.
Founder Vehicle
means Lotus Advanced Technology Limited Partnership, a
limited partnership incorporated
under the Laws of the
British Virgin Islands.
Geely
Lotus Technology International Investment Limited, a BVI
business company incorporated in the British Virgin Islands
Geely + LP B has the meaning ascribed to it in Article 32.1(b)
Governmental
Authority
means any government of any nation or province or state or
any other political subdivision thereof, or any entity,
authority or body exercising executive, legislative, judicial,
regulatory, or administrative functions of or pertainin
g to
government, including any government authority, agency,
department, board, commission or instrumentality
of the
PRC or any other applicable country or region,
or any
political subdivision thereof, any court, tribunal or
arbitrator, and any self-regulatory organization.
Governmental Order
means any applicable order, ruling, decision, verdict, decree,
writ, subpoena, mandate, precept, command, directive,
consent, approval, award, judgment, injunction or other
similar determination or finding by, before or under the
supervision of any Governmental Authority.
Group
means:
(a) Onshore Opco;
(b) Entities Controlled by Onshore Opco;
(c) the Company; and
any entity established, Controlled and/or financially
consolidated from time to time by (a), (b) and/or (c) above.
Group Company means any member of the Group.
HK Subsidiary
means Lotus Advanced Technology Limited, a company
with limited liability incorporated under the Laws of Hong
Kong.
means Lotus Advanced Technology Limited Partnership, a
limited partnership incorporated
under the Laws of the
Lotus Technology International Investment Limited, a BVI
business company incorporated in the British Virgin Islands
has the meaning ascribed to it in Article 32.1(b)
means any government of any nation or province or state or
any other political subdivision thereof, or any entity,
authority or body exercising executive, legislative, judicial,
regulatory, or administrative functions of or pertainin
government, including any government authority, agency,
department, board, commission or instrumentality
PRC or any other applicable country or region,
political subdivision thereof, any court, tribunal or
arbitrator, and any self
Governmental OrderHong Kong means the Hong Kong Special Administrative Region of the
Initial Closing has the meaning defined under the Series Pre-A Preferred
Share Purchase Agreement by and among the Company,
Founder Vehicle and NIO Capital dated January 30, 2022.
NC Initial
Investment
Means RMB 150,000,000.
Issuance Notice
has the meaning ascribed to it in Article 32.1(a).
Interested Person means, any officer, director, or direct or indirect holder of
over 5% equity security of any Group Company, and any
Affiliate of any of the foregoing.
Amount
has the meaning ascribed thereto in Article 103 (a).
Investors
means
holders of Series Pre-A Preferred Shares and
Investor
Law(s)
means, any and all provisions of any applicable constitution,
treaty, statute, law, regulation, ordinance, code, rule, or rule
of common law, any governmental approval, concession,
gr
ant, franchise, license, agreement, directive, requirement,
or other governmental restriction or any similar form of
decision of, or determination by, or any interpretation or
administration of any of the foregoing by, any
Governmental Authority, in each case as amended, and any
and all applicable Governmental Orders.
Liquidation Event
means, any of the following events: (x) the liquidation,
dissolution or winding-
up of the Company, whether
voluntary or involuntary; or (y) any Trade Sale of the
Company.
Lotus Group
means Lotus Group International Limited, a private
company incorporated under the laws of England and Wales.
Material Adverse
Effect
means, with respect to any Person, (i) any event, condition,
fact or change that has, individually or together with any
other event, condition, fact or change, a material adverse
effect on the business, operations, assets, liabilities
(including contingent liabilities), results of operations,
financial status or prospects of such Person, or (ii) any event,
condition, fact or change that results in, individually or
together with any other event, condition, fact or change, any
substantially equivalent to the entire business of such Person
is suspended for more than three (3) consecutive months or
is terminated; (b) such Person is unable to perform more
than thirty percent (30%) of the contracts of its principal
business; (c) a change of Control of the Person or such
d; or (d) would make a
Prefer
red
means, any and all provisions of any applicable constitution,
treaty, statute, law, regulation, ordinance, code, rule, or rule
of common law, any governmental approval, concession,
ant, franchise, license, agreement, directive, requirement,
or other governmental restriction or any similar form of
decision of, or determination by, or any interpretation or
administration of any of the foregoing by, any
Governmental Authority, in each c
and all applicable Governmental Orders.
means, any of the following events: (x) the liquidation,
dissolution or winding
voluntary or involuntary; or (y) any Trade Sale of the
Company.
Lotus Group
Material Adverse Qualified IPO of such Person impossible to consummate no
later than sixty (60) months from the date of the Initial
Closing; other than to the extent caused by (i) changes in
the general economic or political conditions in jurisdictions
in which the Group Companies are operating, (ii) changes
(including changes in law) or conditions generally affecting
the industry in which the Group Companies are operating;
(iii) acts of war, sabotage or terrorism or natural disasters
involving any jurisdiction in which the Company and its
Subsidiaries are operating, (iv) any action taken by the
Group Companies that is required or contemplated pursuant
to the Transaction Documents; provided, with respect to
clauses (i) - (iii), that such changes do not affect the Group
Companies disproportionately as compared to other Persons
in the same industry
Material Change shall has the meaning defined in Article 30.8.
Member means a Person
who is registered in the Register of Members
as the holder of any Share in the Company.
Mission means MISSION PURPLE L.P.
Month means a calendar month.
New Securities has the meaning ascribed to it in Article 32.1(a).
NIO Capital
means Mission and/or Mission Bloom Limited or any of
them.
Onshore OpCo
means WUHAN LOTUS TECHNOLOGY CO., LTD. (
), a limited liability company
incorporated under the Laws of the PRC.
Ordinary Resolution means a resolution of a general
meeting passed by a majority
of the votes of the Members who, being entitled to do so,
vote in person or by proxy at such meeting, or a written
resolution signed by all Members entitled to vote; for the
avoidance of doubt, when computing voting rights and the
relevant majority, regard shall be made to the number of
votes to which each Member is entitled pursuant to these
Articles.
Ordinary Shares means ordinary shares, par value US$0.00001 per Share, in
the share capital of the Company.
Ordinary Shares
Holder
means holders of Ordinary Shares.
Original Directors has the meaning ascribed to it in Article 62.
Over-Allotment New
Securities
has the meaning ascribed to it in Article 32.1(e).
Participation Period has the meaning ascribed to it in Article 32.1(a).
Person
means any natural person, corporation, limited liability
company, joint stock company, joint venture, partnership,
Article 30.8.
who is registered in the Register of Members
as the holder of any Share in the Company.
means MISSION PURPLE L.P.
means a calendar month.
has the meaning ascribed to it in Article 32.1(a).
means Mission and/or Mission Bloom Limited
means
WUHAN LOTUS TECHNOLOGY CO., LTD. (
incorporated under the Laws of the PRC.
Ordinary Resolution
means a resolution of a general
of the votes of the Members who, being entitled to do so, Purchasing Investor
PRC
Preferred Holders
Preferred Shares
Qualified IPO
Redemption Notice
Redemption Price
Registered Office
Register of Members
Secretary
Seal
Securities Act
Series Pre-A Issue
Date
Series Pre-A Issue
Price
Shareholders
Agreement
Share
Special Resolution
enterprise, trust, unincorporated organization or any other
entity or organization.
has the meaning ascribed to it in Article 32.1(e).
purposes of these Articles, excluding Hong Kong, the
Macau Special Administrative Region and Taiwan Region.
means holders of Preferred Shares.
means Series Pre-A Preferred Shares.
has the meaning ascribed to it in Article 109.1(a).
has the meaning ascribed to it in Article 109.1(b).
means the registered office of the Company as provided in
Section 50 of the Statute.
means the register of Members to be kept pursuant to
Section 40 of the Statute.
means any person appointed by the Directors to perform any
of the duties of the secretary of the Company and including
any assistant secretary.
means the common seal of the Company or any facsimile for
official seal for use outside of the Cayman Islands.
means the United States Securities Act of 1933, as amended.
means the the date of Initial Closing.
RMB6.22981.
means the Third Amended and Restated Shareholders
Agreement dated March 18, 2022 by and among the
Company, the HK Subsidiary, the Onshore OpCo, the
Founder Vehicle, Geely, Etika, Lotus Group, Mission,
Mission Bloom Limited, and SCC Growth V Holdco B, Ltd.
as may be amended, restated or supplemented from time to
time.
means the share(s) in the share capital of the Company.
means a resolution of a general meeting passed by a two
thirds majority of votes of the Members who, being entitled
to do so, vote in person or by proxy at such meeting, or a
Securities Act
Pre-
A Issue
s the meaning ascribed to it in Article 109.1(a).
has the meaning ascribed to it in Article 109.1(b).
means the registered office of the Company as provided in
Section 50 of the Statute.
register of
40 of the Statute.
ns any person appointed by the Directors to perform any
of the duties of the secretary of the Company and including
any assistant secretary.
means the
official seal for use outside of the Cayman Islands.written resolution signed by all Members entitled to vote; for
the avoidance of doubt, when computing voting rights and
the relevant majority, regard shall be made to the number of
votes to which each Member is entitled pursuant to these
Articles.
Statute
means the Companies Act (As Revised) of the Cayman
Islands and any amendment or other statutory modification
thereof and where in these Articles any provision of the
Statute is referred to, the reference is to that provision as
modified by law for the time being in force.
Subsidiary
means, with respect to any given Person, any other Person
that is Controlled directly or indirectly by such given Person.
Trade Sale
means whether in a single transaction or series of related
transactions, any of the following transactions: (i) the
merger, acquisition or similar transaction of the Group
Companies as a whole (whether by a sale of equity, merger,
consolidation, scheme of arrangement or amalgamation) in
which the shareholders of the Company immediately prior
to such transaction or series of transactions will cease to own
a majority of the voting power of the surviving or resulting
entity immediately after the consummation of such
transaction or series of transactions; or (ii) the sale, lease,
exclusive license or other disposition of all or substantially
all of the assets of the Group Companies taken as a whole or
the licensing of all or substantially all of the Group
2023年7月4日