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Cayman Islands
(State or other jurisdiction of
Incorporation or Organization) |
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Not Applicable
(I.R.S. Employer
Identification Number) |
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SEC registration fee
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FINRA fees
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| | | $ | 30,500 | | |
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Legal fees and expenses
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Printing fees and expenses
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Accounting fees and expenses
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Total
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Signature
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Title
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Date
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/s/ Peter (Peizhi) Luo
Peter (Peizhi) Luo
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Chief Executive Officer and Director (principal executive officer)
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April 26, 2022
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/s/ Man Kin (Raymond) Tam
Man Kin (Raymond) Tam
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Chief Financial Officer and Director (principal financial officer and principal accounting officer)
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April 26, 2022
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/s/ Lefei Sun
Lefei Sun
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Director
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April 26, 2022
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/s/ Andy (Yiu Leung) Cheung
Andy (Yiu Leung) Cheung
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Director
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April 26, 2022
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/s/ Min Li
Min Li
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Director
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April 26, 2022
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/s/ Yuwen Liu
Yuwen Liu
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Director
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April 26, 2022
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| *By: | | |
/s/ Peter (Peizhi) Luo
Name: Peter (Peizhi) Luo
Attorney-in-fact |
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Exhibit 5.1
26 April 2022 | Our Ref: NASD/KH/A6545-H23392 |
Adagene Inc.
c/o Walkers Corporate Limited
190 Elgin Avenue, George Town
Grand Cayman KY1-9008
Cayman Islands
Dear Sir/Madam
Adagene Inc.
We have acted as Cayman Islands legal advisers to Adagene Inc. (the “Company”) in connection with the registration for issuance and sale by the Company of (i) ordinary shares at par value of US$0.0001 per share (“Ordinary Shares”), including Ordinary Shares represented by American Depositary Shares (“ADS(s)”), each ADS representing 1.25 Ordinary Shares, (ii) warrants to purchase Ordinary Shares or other securities of the Company ("Warrants"), (iii) units ("Units" and, collectively with the Ordinary Shares and Warrants, the "Securities"), or any combination thereof, in one or more offerings as contemplated by the Form F-3 Registration Statement (“Registration Statement”), to be filed by the Company under the U.S. Securities Act of 1933, as amended with the U.S. Securities and Exchange Commission (the "Commission") on or about April 26, 2022. The Securities being registered are for a maximum aggregate offering price of US$200,000,000. We are furnishing this opinion as exhibit 5.1, 8.1 and 23.2 to the Registration Statement.
For the purposes of giving this opinion, we have examined and relied upon the originals, copies or translations of the documents listed in Schedule 1.
In giving this opinion we have relied upon the assumptions set out in Schedule 2, which we have not independently verified.
We are Cayman Islands Attorneys at Law and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date of this opinion. We have not, for the purposes of this opinion, made any investigation of the laws, rules or regulations of any other jurisdiction. Except as explicitly stated herein, we express no opinion in relation to any representation or warranty contained in the Documents nor upon matters of fact or the commercial terms of the transactions contemplated by the Documents.
Based upon the foregoing examinations and assumptions and upon such searches as we have conducted and having regard to legal considerations which we consider relevant, and subject to the qualifications set out in Schedule 3, and under the laws of the Cayman Islands, we give the following opinions in relation to the matters set out below.
1. | The Company is an exempted company duly incorporated with limited liability, validly existing under the laws of the Cayman Islands and is in good standing with the Registrar of Companies in the Cayman Islands (the “Registrar”). |
Walkers | Page 2 |
2. | The authorised share capital of the Company is currently US$80,000 divided into 800,000,000 shares comprising (i) 640,000,000 ordinary shares of a par value of US$0.0001 each, and (ii) 160,000,000 shares of a par value of US$0.0001 each of such class or classes (however designated) as the Company’s board of directors may determine in accordance with the Memorandum and Articles. |
3. | With respect to the Securities when (a) the Board of Directors of the Company (the “Board”) has taken all necessary corporate action to approve the issuance thereof, the terms of the offering thereof and related matters; (b) the provisions of the applicable definitive purchase, underwriting or similar agreement approved by the Board have been satisfied and payment of the consideration specified therein (being not less than their par value) has been made; and (c) in the case of Ordinary Shares only, valid book-entry notations are made in the register of members of the Company, then such Securities as the case may be, will have been duly authorised and validly issued, fully paid and non-assessable (meaning that no additional sums may be levied on the holder thereof by the Company). |
4. | The statements under the caption “Taxation” in the prospectus forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects. |
We hereby consent to the use of this opinion in, and the filing hereof, as an exhibit to the Registration Statement and to the reference to our firm under the headings “Legal Matters”, “Taxation” and "Enforceability of Civil Liabilities" in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.
This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein. This opinion is given solely for your benefit and the benefit of your legal advisers acting in that capacity in relation to this transaction and may not be relied upon by any other person without our prior written consent.
This opinion shall be construed in accordance with the laws of the Cayman Islands.
Yours faithfully
/s/ Walkers (HONG KONG)
Walkers (HONG KONG)
Walkers | Page 3 |
Schedule 1
LIST OF DOCUMENTS EXAMINED
1. | The Certificate of Incorporation dated 25 February 2011, the Seventh Amended and Restated Memorandum and Articles of Association as adopted by special resolution on 19 January 2021 and effective conditional and immediately prior to the completion of the Company's initial public offering of American Depositary Shares representing its Ordinary Shares (the "Memorandum and Articles"), the Register of Members and the Register of Directors, copies of which have been provided to us by its registered office in the Cayman Islands (together the "Company Records"). |
2. | The Cayman Online Registry Information System (CORIS), the Cayman Islands' General Registry's online database, searched on 25 April 2022 (Cayman Islands time). |
3. | The Register of Writs and other Originating Process of the Grand Court of the Cayman Islands (the "Grand Court") kept at the Clerk of Court's Office, George Town, Grand Cayman (the "Court Register"), as at 9.00am Cayman Islands time on 25 April 2022 (the "Search Time"). |
4. | A copy of a Certificate of Good Standing dated 19 April 2022 in respect of the Company issued by the Registrar (the "Certificate of Good Standing"). |
5. | A copy of a Certificate of Incumbency dated 21 April 2022 in respect of the Company issued by the registered office of the Company in the Cayman Islands (the "Certificate of Incumbency"). |
6. | A copy of executed written resolutions of the Board of Directors of the Company dated 24 April 2022 setting out the resolutions relating to the Registration Statement (the "Resolutions"). |
7. | A certificate from a director of the Company dated 25 April 2022, a copy of which is attached hereto (the "Director's Certificate"). |
8. | The Company's draft registration statement on Form F-3 to be filed by the Company with the United States Securities and Exchange Commission on or about 26 April 2022. |
Walkers | Page 4 |
Schedule 2
ASSUMPTIONS
1. | All authorisations, approvals, consents, licences and exemptions required by, and all filings and other steps required of each of the parties to the Registration Statement outside the Cayman Islands to ensure the legality, validity and enforceability of the Registration Statement have been or will be duly obtained, made or fulfilled and are and will remain in full force and effect and any conditions to which they are subject have been satisfied. |
2. | The resolutions authorising the issuance of the Securities are and shall remain in full force and effect and have not been and will not be rescinded or amended. |
3. | The originals of all documents examined in connection with this opinion are authentic. The documents conform in every material respect to the latest draft of the same produced to us and, where provided in successive drafts, have been marked up to indicate all changes to such documents. |
4. | The Registration Statement and the documents or agreements referred to therein have been or will be duly authorised, executed and delivered by or on behalf of all relevant parties prior to the issue and sale of the Securities and will be legal, valid, binding and enforceable against all relevant parties in accordance with their terms. |
5. | We have relied upon the statements and representations of directors, officers and other representatives of the Company as to factual matters. |
6. | On the date of issue of the Ordinary Shares, the Company shall have sufficient authorised but unissued share capital available. |
7. | The Resolutions have been duly executed (and where by a corporate entity such execution has been duly authorised if so required) by or on behalf of each Director and the signatures and initials thereon are those of a person or persons in whose name the Resolutions have been expressed to be signed. |
8. | The Company has received, or will on issue of the relevant Ordinary Shares receive, consideration in money or money’s worth for each share when issued, such consideration in any event not being less than the stated par or nominal value of each share. |
9. | The Company has, or will on issue of the relevant Ordinary Shares have, issued and sold the shares in the manner contemplated by the Registration Statement and the documents or agreements referred to therein and otherwise in compliance with all applicable laws. |
10. | There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect any of the opinions set forth herein. |
11. | Any power of attorney given to execute any Document or Resolutions was duly executed, the named attorneys were duly appointed with full power granted to each of them and the power of attorney remains in full force and effect and have not been revoked or varied. |
Walkers | Page 5 |
Schedule 3
QUALIFICATIONS
1. | Our opinion as to good standing is based solely upon receipt of the Certificate of Good Standing issued by the Registrar. The Company shall be deemed to be in good standing under section 200A of the Companies Act on the date of issue of the certificate if all fees and penalties under the Companies Act have been paid and the Registrar has no knowledge that the Company is in default under the Companies Act. |
2. | We accept no responsibility for any liability in relation to any opinion which was given in reliance on the Director's Certificate. |
Exhibit 5.2
Davis Polk & Wardwell The Hong Kong Club Building davispolk.com
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Resident Hong Kong Partners | |||
Karen Chan ** Martin Rogers **
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Patrick S. Sinclair * Miranda So * James Wadham ** Xuelin Wang * |
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Hong Kong Solicitors * Also Admitted in New York ** Also Admitted in England and Wales |
April 26, 2022 |
Adagene Inc.
4F, Building C14, No. 218 |
Ladies and Gentlemen:
Adagene Inc. an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”) is filing with the Securities and Exchange Commission a Registration Statement on Form F-3 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), (a) ordinary shares of the Company, par value US$0.0001 per share (“Ordinary Shares”), including ordinary shares represented by American depositary shares, or ADSs; (b) warrants of the Company (the “Warrants”), which may be issued under one or more warrant agreements (each, a “Warrant Agreement”) to be entered into between the Company and the warrant agent to be named therein (the “Warrant Agent”); and (c) units (the “Units”), to be issued under one or more unit agreements to be entered into among the Company, a bank or trust company, as unit agent (the “Unit Agent”), and the holders from time to time of the Units (each such unit agreement, a “Unit Agreement”).
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinions expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all documents filed as exhibits to the Registration Statement that have not been executed will conform to the forms thereof, (iv) all signatures on all documents that we reviewed are genuine, (v) all natural persons executing documents had and have the legal capacity to do so, (vi) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vii) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Davis Polk includes Davis Polk & Wardwell LLP and its associated entities.
Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion:
1. | When the Warrant Agreement to be entered into in connection with the issuance of any Warrants has been duly authorized, executed and delivered by the Warrant Agent and the Company; the specific terms of the Warrants have been duly authorized and established in accordance with the Warrant Agreement; and such Warrants have been duly authorized, executed, issued and delivered in accordance with the Warrant Agreement and the applicable underwriting or other agreement against payment therefor, such Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and may be subject to possible judicial or regulatory actions giving effect to governmental actions or foreign laws affecting creditors’ rights. |
2. | When the Unit Agreement to be entered into in connection with the issuance of any Units has been duly authorized, executed and delivered by the Unit Agent and the Company; the specific terms of the Units have been duly authorized and established in accordance with the Unit Agreement; and such Units have been duly authorized, executed, issued and delivered in accordance with the Unit Agreement and the applicable underwriting or other agreement against payment therefor, such Units will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and may be subject to possible judicial or regulatory actions giving effect to governmental actions or foreign laws affecting creditors’ rights. |
In connection with the opinions expressed above, we have assumed that, at or prior to the time of the delivery of any such security, (i) the Board of Directors of the Company shall have duly established the terms of such security and duly authorized the issuance and sale of such security and such authorization shall not have been modified or rescinded; (ii) the Company is, and shall remain, validly existing as a corporation in good standing under the laws of the Cayman Islands; (iii) the Registration Statement shall have been declared effective and such effectiveness shall not have been terminated or rescinded; (iv) the Warrant Agreement and the Unit Agreement are each valid, binding and enforceable agreements of each party thereto (other than as expressly covered above in respect of the Company); and (v) there shall not have occurred any change in law affecting the validity or enforceability of such security. We have also assumed that (i) the terms of any security whose terms are established subsequent to the date hereof and the issuance, execution, delivery and performance by the Company of any such security (a) are within its corporate powers, (b) do not contravene, or constitute a default under, the articles of association or other constitutive documents of the Company, (c) require no action by or in respect of, or filing with, any governmental body, agency or official and (d) do not contravene, or constitute a default under, any provision of applicable law or public policy or regulation or any judgment, injunction, order or decree or any agreement or other instrument binding upon the Company and (ii) any Warrant Agreement and Unit Agreement and any security issued pursuant to any such agreements will be governed by the laws of the State of New York.
We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the federal laws of the United States. Insofar as the foregoing opinion involves matters governed by the laws of the Cayman Islands, we have relied, without independent inquiry or investigation, on the opinion of Walkers (Hong Kong) delivered to you today.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement referred to above and further consent to the reference to our name under the caption “Legal Matters” in the prospectus, which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Davis Polk & Wardwell LLP
April 26, 2022 | 2 |
Exhibit 8.2
10/F, Tower B, CPIC Plaza, No. 28 Fengsheng Lane, Xicheng District, Beijing 100032, China
Tel: 86 10 5776 3888 Fax: 86 10 5776 3777
April 26, 2022
To:
Adagene Inc.
4F, Building C14, No. 218
Xinghu Street, Suzhou Industrial Park
Suzhou, Jiangsu Province, People’s Republic of China
(as the “Company”)
Re: Legal Opinion Regarding Certain PRC Law Matters
We are qualified lawyers of the People’s Republic of China (the “PRC”) and are qualified to issue an opinion on the laws and regulations of the PRC (for the purposes of this opinion, excluding Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan).
We have acted as PRC counsel to Adagene Inc., a company incorporated under the laws of the Cayman Islands (the “Company”). With respect to the Company’s registration statement on Form F-3 (the “Registration Statement”), which will be filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2022, including all amendments or supplements thereto, you have requested us to furnish an opinion to you as to the matters hereinafter set forth.
A. | Documents Examined, Definition and Information Provided |
In connection with the furnishing of this opinion, we have examined copies, certified or otherwise identified to our satisfaction, of documents provided by the Company, and such other documents, the Registration Statement, corporate records, certificates, approvals and other instruments as we have deemed necessary for the purpose of rendering this opinion, including, without limitation, originals or copies of the certificates issued by PRC government authorities and officers of the Company. All of these documents are hereinafter collectively referred to as the “Documents”.
Unless the context of this opinion otherwise provides, the following terms in this opinion shall have the meanings set forth below:
“Governmental Authorizations” mean all approvals, consents, permits, authorizations, filings, registrations, exemptions, certificates, permissions, waiver, endorsement, annual inspection, qualifications or license required by the applicable PRC Laws.
“PRC Company” means Adagene (Suzhou) Limited, which is a company incorporated in accordance with the PRC Laws.
“PRC Laws” mean the published and publicly available PRC laws, regulations, rules and judicial interpretations announced by the PRC Supreme People’s Court available on the date hereof.
“Prospectus” means the prospectus, including all amendments or supplements thereto, that forms part of the Registration Statement.
Capitalized terms used but not defined herein shall have the meanings set forth in the Registration Statement.
B. | Assumptions |
In our examination of the aforesaid Documents, we have assumed, without independent investigation and inquiry that:
1. | all signatures, seals and chops are genuine and were made or affixed by representatives duly authorized by the respective parties, all natural persons have the necessary legal capacity, all Documents submitted to us as originals are authentic, and all Documents submitted to us as certified or photo static copies conform to the originals; |
2. | no amendments, revisions, modifications or other changes have been made with respect to any of the Documents after they were submitted to us for the purposes of this opinion and any Document submitted to us is effective and has not been varied, revoked, withheld, cancelled or superseded by some other documents or agreements or action of which we are not aware after due inquiry; |
3. | each of the parties to the Documents (except that we do not make such assumptions about the PRC Company) is duly organized and validly existing in good standing under the laws of its jurisdiction of organization and/or incorporation, and has been duly approved and authorized where applicable by the competent governmental authorities of the relevant jurisdiction to carry on its business and to perform its obligations under the Documents to which it is a party; |
4. | the truthfulness, accuracy and completeness of all factual statements in the Documents submitted and made available to us up to the date of this opinion. Where certain facts were not independently verified by us in order to render this opinion, we have relied upon the Documents issued by the PRC government agencies and representatives of the Company and the PRC Company with proper authority, and also upon representations, oral or written, made in, or pursuant to, the Documents; |
5. | all facts and Documents which may affect this opinion herein have been disclosed to us, and there has not been or will not be any omission in respect of such disclosure; and |
6. | all Governmental Authorizations and other official documentations were obtained from the competent PRC government agencies by lawful means. |
In expressing the opinions set forth herein, we have relied upon the factual matters contained in the representations and warranties set forth in the Documents.
C. | Opinion |
Based upon the foregoing, we are of the opinion that:
1. With Respect to the Corporate Structure
The description of the ownership structure described under the caption “Corporate History and Structure” in the Prospectus is true and accurate in all material respects and insofar as related to PRC Laws, nothing has been omitted from such description which would make the same misleading in any material respects. The ownership structures of the PRC Company as described in the Prospectus comply, and immediately after giving effect of the offering of securities described in the Registration Statement will comply, with all applicable PRC Laws, and do not violate, breach, or otherwise conflict with any applicable PRC Laws, except as disclosed in the Prospectus.
2. Taxation
The statements set forth under the caption “Taxation” in the Prospectus, insofar as they constitute statements of PRC tax law, are accurate in all material respects and that such statements constitute our opinion, and insofar as related to PRC Laws nothing has been omitted from such statements which would make the same misleading in all material respects.
We hereby consent to the use of this opinion in, and the filing hereof as an exhibit to, the Registration Statement, and to the use of our firm’s name under the captions “Recent Regulatory Developments”, “Transfer of Funds and Other Assets”, “Enforceability of Civil Liabilities”, “Taxation” and “Legal Matters” in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.
Yours faithfully,
/s/ Tian Yuan Law Firm | |
Tian Yuan Law Firm |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form F-3 of Adagene Inc. of our report dated April 26, 2022 relating to the financial statements, which appears in Adagene Inc.’s Annual Report on Form 20-F for the year ended December 31, 2021. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers Zhong Tian LLP
Shanghai, the People’s Republic of China
April 26, 2022
Exhibit 107
Calculation of Filing Fee Tables
Form F-3
(Form Type)
Adagene Inc.
(Exact Name of Registrant as Specified in its Charter)
Not Applicable
(Translation of Registrant’s Name into English)
Table 1: Newly Registered and Carry Forward Securities
(1) | The registrant is hereby registering an indeterminate number of securities of each identified class as may from time to time be offered at unspecified prices or upon conversion, exchange or exercise of securities registered hereunder to the extent such securities are, by their terms, exercisable for, such securities. The maximum aggregate offering price of all securities covered by this registration statement will not exceed $200,000,000. The registrant has estimated the proposed maximum aggregate offering price solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). The securities registered hereunder include securities that may be purchased by underwriters to cover over-allotments, if any. In addition, pursuant to Rule 416 under the Securities Act, the ordinary shares being registered hereunder include such indeterminate number of ordinary shares as may be issuable with respect to the shares being registered hereunder as a result of share subdivision or consolidation, share dividends, or similar transactions. |
(2) | The registration fee has been calculated pursuant to Rule 457(o) under the Securities Act on the basis of the maximum aggregate offering price of the securities listed. |
(3) | Paid herewith. |
(4) | Each American Depositary Share represents one and one quarter (1.25) of ordinary shares, par value $0.0001 per share. Ordinary shares may be in the form of American Depositary Shares. American Depositary Shares issuable on deposit of the ordinary shares registered hereby have been registered under the Registration Statement on Form F-6 (Registration No. 333-252543), which was filed with the Securities and Exchange Commission on January 29, 2021. |