AMTD DIGITAL INC. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • June 7th, 2021 • AMTD Digital Inc. • Finance services • New York
DEPOSIT AGREEMENT dated as of , 2021 among AMTD DIGITAL INC., a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
•] CLASS A ORDINARY SHARES AMTD DIGITAL INC. CLASS A ORDINARY SHARES, PAR VALUE US$0.0001 PER SHARE IN THE FORM OF AMERICAN DEPOSITARY SHARES UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 2021 • AMTD Digital Inc. • Finance services • New York
The undersigned understands that you (the “Representatives”) and certain other firms (together with the Representatives, the “Underwriters”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) providing for the purchase by the Underwriters of Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) in the form of American Depositary Shares (the “American Depositary Shares” and together with the Ordinary Shares, the “Securities”), of AMTD Digital Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), and that the Underwriters propose to reoffer the Securities to the public (the “Offering”).
