重大不利影响 指就任何人士而言，(i)单独或与任何其他事件、情况、事实或变化一起对该人士的业务、经营、资产、负债(包括或有负债)、经营结果、财务状况或前景产生重大不利影响的任何事件、情况、事实或变化，或(ii)单独或与任何其他事件、情况、事实或变化一起导致该人士的业务、经营、资产、负债(包括或有负债)、财务状况或前景产生重大不利影响的任何事件、情况、事实或变化，事实或改变，任何实质上相当于该人员的整个业务被暂停超过连续三(3)个月或被终止;(b)该人无法履行其主要业务合同的30%以上;(c)该人的控制权或该人的控制权的变更受到严格限制;kor (d)将使该人士的合格首次公开发行不可能在最初交易完成之日起六十(60)个月内完成;(i)集团公司经营所在司法管辖区的一般经济或政治状况的变化，(ii)影响集团公司经营所在行业的变化(包括法律的变化)或情况;(iii)涉及本公司及其子公司经营的任何司法管辖区的战争、破坏或恐怖主义行为或自然灾害，(iv)集团公司根据交易文件要求或预期采取的任何行动;但就第(i) - (iii)条而言，该等变更对集团公司的影响，与同行业其他人士相比，不会不成比例。
重大变更 具有第30.8条中定义的含义。
股东成员 指在股东名册内登记为本公司任何股份持有人的人士。
Mission 是指Mission PURPLE l.p.
月份 是指日历月。
新证券 具有第 32.1(a) 条赋予的含义
NIO资本 指Mission和/或Mission Bloom Limited或其中任何一家
Onshore OpCo 指武汉莲花科技有限公司(武汉汉路特斯科技有限公司)，一家根据中国法律注册成立的有限责任公司。
普通决议 指在股东大会上由有权亲自或委托代理人投票的股东以过半数票数通过的决议，或由所有有权投票的股东签署的书面决议;为免生疑问，在计算表决权和有关多数时，应考虑到每一成员根据本章程所享有的表决权。
普通股 指本公司股本中面值为每股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条赋予的含义。
超额配售新证券具有第32.1(e)条赋予的含义。
参与期 具有第32.1(a)条赋予的含义。
人员 指任何自然人、公司、有限责任公司、股份公司、合资企业、合伙企业、企业、信托、非法人组织或任何其他实体或组织。
购买投资者 含义见第32.1(e)条。
PRC 系指中华人民共和国，但仅就本条款而言，不包括香港、澳门特别行政区和台湾地区。
优先股持有人指优先股持有人。
优先股 系指A前系列优先股。
合格的首次公开发行(IPO) 指为实现公司股份在上海证券交易所、深圳证券交易所、纽约证券交易所、纳斯达克证券交易所、香港证券交易所、伦敦证券交易所或任何其他经使命书面批准的证券交易所或报价系统上市而进行的首次公开发行和上市或借壳上市(包括通过SPAC)或其他类似交易。
赎回通知 具有第109.1(a)条赋予的含义。
赎回价格 具有第109.1(b)条赋予的含义。
注册办事处 指章程第50条规定的公司注册办事处。
董事成员名册 是指根据本规约第40条备存的董事成员名册
秘书 系指董事委任履行本公司秘书任何职责的任何人士，包括任何助理秘书
印章 系指公司的公章或任何在开曼群岛以外使用的公章传真件。
证券法 系指经修订的1933年美国证券法。
系列 Pre-A 发行日期表示首次成交日期。
系列 Pre-A 发行价RMB 6.22981
股东协议 指本公司、香港子公司、Onshore OpCo、Founder Vehicle、Geely、Etika、莲花集团、Mission、Mission Bloom Limited和SCC Growth V Holdco B, Ltd.之间于2022年3月18日签署的第三份经修订和重述的股东协议(可不时修订、重述或补充)。
股份 系指本公司股本中的股份。
特别决议 是指在股东大会上以有权亲自或委托代理人投票的股东的三分之二多数通过的决议，或由所有有权投票的股东签署的书面决议;为免生疑问，在计算表决权和有关多数时，应考虑到每一成员根据本章程所享有的表决权。
规约 系指《开曼群岛公司法(经修订)》及其任何修订或其他法定修改，本章程条款中凡提及《规约》的任何规定，均指经当时有效的法律修订的该规定。
附属 是指，就任何给定人士而言，由该给定人士直接或间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