Common use of Qualified listing Clause in Contracts

Qualified listing. 17.1. The Shareholders shall, when the Company has reasonable cause to complete a Qualified Listing, use their respective best efforts to procure that the Company will complete a Qualified Listing. 17.2. For the purposes of this Agreement, a “Qualified Listing” refers to an initial public offering of the Company’s shares and/or securities on an internationally recognized stock exchange, including, but not limited to, NYSE, NASDAQ and the Hong Kong Stock Exchange (Main Board). 17.3. The Company shall use commercially reasonable efforts to consult with the Significant C-round Investors and those other C-round Investors with capital market expertise in any relevant markets which request such consultation with respect to any proposed Qualified Listing, including with respect to (i) the funding needs of the Company, (ii) the amount of proceeds to be raised in any proposed Qualified Listing and the proposed use of these proceeds, and (iii) the market conditions for conducting an equity offering of the Company and outlook for such conditions at such time. 17.4. The Company shall procure the listing of the Shares held by the Investors at the same time as the Qualified Listing and, if applicable, the Investors shall be given customary registration rights in relation to the Shares held by it to the extent such rights are required to enable the Investors’ Shares to be traded on the relevant securities or stock exchange. 17.5. The Company shall, in consultation with the Shareholders, procure the Group Companies’ shareholding structure be adjusted, if necessary, in accordance with the applicable Laws when the Company carries out the Qualified Listing and the relevant requirements of the stock or securities exchange where the Qualified Listing is proposed to take place, and in such manner that the rights of the Shareholders as stated in the Articles and this Agreement are not adversely affected. 17.6. The Parties agree that immediately prior to a Qualified Listing, all Class B Ordinary Shares and Class C Ordinary Shares shall be automatically converted into such number of Class A Ordinary Shares as determined as hereinafter provided as at the time of the conversion (the “Share Conversion Ratio”), and shall have all rights attached to Class A Ordinary Shares as stated in the Articles and this Agreement. As at the Closing Date, the Share Conversion Ratio for each Class B Ordinary Share and each Class C Ordinary Share shall be (in respect of each Class B Ordinary Share) one Class A Ordinary Share for one Class B Ordinary Share and (in respect of each Class C Ordinary Share) one Class A Ordinary Share for one Class C Ordinary Share. In the event that the outstanding Class A Ordinary Shares shall be subdivided (by share dividend, share split or otherwise) into a greater number of Class A Ordinary Shares, the Share Conversion Ratio then in effect with respect to the Class B Ordinary Shares and the Class C Ordinary Shares shall, concurrently with the effectiveness of such subdivision, be proportionately increased such that each Class B Ordinary Share and each Class C Ordinary Share shall be converted into a proportionately higher number of Class A Ordinary Shares. In the event that the outstanding Class A Ordinary Shares shall be combined or consolidated, by reclassification or otherwise, into a fewer number of Class A Ordinary Shares, the Share Conversion Ratio then in effect with respect to the Class B Ordinary Shares and the Class C Ordinary Shares shall, concurrently with the effectiveness of such combination or consolidation, be proportionately decreased such that each Class B Ordinary Share and each Class C Ordinary Share shall be converted into a proportionately lower number of Class A Ordinary Shares. To the extent equivalent alterations as mentioned in this clause 17.6 above are made (a) to the Class B Ordinary Shares but the same alterations are not made to the Class A Ordinary Shares or the Class C Ordinary Shares, equivalent adjustments as set out above shall be made to the Share Conversion Ratio of each Class C Ordinary Share; or (b) to the Class C Ordinary Shares but the same alterations are not made to the Class A Ordinary Shares or the Class B Ordinary Shares, equivalent adjustments as set out above shall be made to the Share Conversion Ratio of each Class B Ordinary Share. The number of Class A Ordinary Shares into which all Class B Ordinary Shares and Class C Ordinary Shares held by each Shareholder shall convert pursuant to this clause 17.6 shall be aggregated before determining the aggregate number of Class A Ordinary Shares to be held by such Shareholder upon any conversion in accordance with this clause 17.6. Any fractional entitlements to Class A Ordinary Shares upon any conversion in accordance with this clause 17.6 shall be dealt with in accordance with Article 9. 17.7. The rights and obligations of all Parties under this Agreement shall terminate when the Company completes a Qualified Listing; provided however, that (a) the rights and obligations of all Parties under this clause 17.7 and clauses 14.7, 17.4 and 18.2 shall survive the completion of any Qualified Listing and shall terminate after the expiration of the market stand-off period, as set forth therein, and (b) such termination shall be without prejudice to any accrued rights which any Party may have prior to such termination.