SEC Filing - Ascentage Pharma Group International

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As filed with the Securities and Exchange Commission on January 24, 2025

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under THE SECURITIES ACT OF 1933

ASCENTAGE PHARMA GROUP INTERNATIONAL

(Exact name of registrant as specified in its charter)

Cayman Islands		Not Applicable
(State or other jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

68 Xinqing Road

Suzhou Industrial Park

Suzhou, Jiangsu

China

+86-512-85557777

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Pre-IPO Share Option Plan

Post-IPO Share Option Plan

2018 Restricted Share Unit Scheme

2021 Restricted Share Unit Scheme

2022 Restricted Share Unit Scheme

(Full title of the Plans)

Ascentage Pharma Group Inc.

700 King Farm Blvd, Suite 510

Rockville, Maryland 20850

(301) 291-5658

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Steven V. Bernard	Weiheng Chen
Megan J. Baier	Winfield Lau
Jennifer Fang	Wilson Sonsini Goodrich & Rosati
David G. Sharon	Professional Corporation
Wilson Sonsini Goodrich & Rosati	Suite 1509, 15/F Jardine House 1
Professional Corporation	Connaught Place Central Hong Kong
1301 Avenue of the Americas, 40th	+852 3972-4955
Floor
(212) 999-5800

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer x	Smaller reporting company ¨
	Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this registration statement on Form S-8 (the “Registration Statement”) in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

Ascentage Pharma Group International (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):

(a)

Amendment No. 1 to the Registrant’s registration statement on Form F-1 (File No. 333-284064), filed with the Commission on January 21, 2025, which contains the Registrant’s financial statements for the latest fiscal year for which such statements have been filed;

(b)

The description of the Registrant’s ordinary shares incorporated by reference in the Registrant’s registration statement on Form 8-A (File No. 001-42484) filed with the Commission on January 21, 2025, including any amendment and report subsequently filed for the purpose of updating that description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this Registration Statement will be deemed to be modified or superseded to the extent that a statement contained in this Registration Statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this Registration Statement.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

Cayman Islands law does not limit the extent to which a company’s articles of association may provide indemnification of officers and directors (apart from auditors), except to the extent any such provision may be held by the Cayman Islands courts to be contrary to the public policy, such as providing indemnification against civil fraud or the consequences of committing a crime. The registrant’s second amended and restated memorandum and articles of association provide that the registrant will indemnify each director, managing director, alternate director, auditor, secretary and other officer for the time being of the registrant and the trustees (if any) for the time being acting in relation to any of the registrant’s affairs, and their respective executors or administrators against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such person by reason of any act done, concurred in or omitted in or about the execution of their duty or supposed duty in their respective offices or trusts, other than by reason of such person’s own dishonesty or fraud. In addition, the registrant has entered into indemnification agreements with its directors and executive officers that provide such persons with additional indemnification beyond that provided in the registrant’s second amended and restated memorandum and articles of association.

Under the registrant’s form of indemnification agreement, the registrant agrees to indemnify its directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or executive officer.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant under the foregoing provisions, the registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

The registrant also maintains a directors and officers liability insurance policy for its directors and officers.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

The following exhibits are filed herewith:

Exhibit

Incorporated by Reference

Filed

Number

Description of Exhibit

Form

File No.

Exhibit

Filing Date

Herewith

3.1

Second Amended and Restated Memorandum and Articles of Association of the Registrant, as currently in effect

Form of Specimen American Depositary Receipt

Registrant’s Specimen Certificate for ordinary shares

Form of Deposit Agreement, among the Registrant, the depositary and all holders and beneficial owners of American Depositary Shares

Exhibit

Incorporated by Reference

Filed

Number

Description of Exhibit

Form

File No.

Exhibit

Filing Date

Herewith

5.1

Opinion of Walkers (Hong Kong) regarding the validity of the ordinary shares being registered

10.2

Pre-IPO Share Option Plan

Post-IPO Share Option Plan

Consent of Ernst & Young Hua Ming LLP, an independent registered public accounting firm

23.2

Consent of Walkers (Hong Kong) (included in Exhibit 5.1)

24.1

Power of Attorney (included on the signature page)

107

Filing Fee Table

Item 9. Undertakings

(a)

The undersigned Registrant hereby undertakes:

(1)            To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)            to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)           to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii)           to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to that information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;

(2)            That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)            To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Suzhou, China on January 24, 2025.

Ascentage Pharma Group International


By:	/s/ Dajun Yang
	Name: Dajun Yang
	Title: Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Dr. Dajun Yang and Thomas J. Knapp and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead in any and all capacities the registration statement on Form S-8 and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his or her name and on his or her behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ Dajun Yang	Chief Executive Officer and Chairman	January 24, 2025
Dajun Yang, M.D., Ph.D.	(Principal Executive Officer)

/s/ Jin Cao	Head of Finance	January 24, 2025
Jin Cao	(Principal Financial and Accounting Officer)

/s/ Marina S. Bozilenko	Director	January 24, 2025
Marina S. Bozilenko

/s/ Marc Lippman	Director	January 24, 2025
Marc Lippman, M.D.

/s/ Simon Dazhong Lu	Director	January 24, 2025
Simon Dazhong Lu, Ph.D.

/s/ Wei Ren	Director	January 24, 2025
Wei Ren

/s/ David Sidransky	Director	January 24, 2025
David Sidransky, M.D.

/s/ Shaomeng Wang	Director	January 24, 2025
Shaomeng Wang, Ph.D.

/s/ Changqing Ye	Director	January 24, 2025
Changqing Ye

/s/ Debra Yu	Director	January 24, 2025
Debra Yu

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Ascentage Pharma Group Inc., has signed this registration statement or amendment thereto in Rockville, Maryland on January 24, 2025.

ASCENTAGE PHARMA GROUP INC.

By:	/s/ Dajun Yang
	Name:	Dajun Yang
	Title:	Chairman and Chief Executive Officer

Exhibit 5.1

January 24, 2025	Our Ref: MRC/BLUI/A6519-H26578

Ascentage Pharma Group International 亞盛醫藥集團 c/o Walkers Corporate Limited 190 Elgin Avenue George Town Grand Cayman KY1-9008, Cayman Islands

Dear Sir or Madam

Ascentage Pharma Group International 亞盛醫藥集團

We have acted as Cayman Islands legal advisers to Ascentage Pharma Group International 亞盛醫藥集團 (the "Company") in connection with the Registration Statement (as defined in Schedule 1), to be filed with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended, relating to 27,790,972 ordinary shares of the Company of a par value of US$0.0001 each (the “Ordinary Shares”) reserved for issuance under the Plans (as defined in Schedule 1). We are furnishing this opinion as exhibit 5.1 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 any of the documents cited in this opinion nor upon matters of fact or the commercial terms of the transactions the subject of this opinion.

Based upon the examinations and assumptions stated herein 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.

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").

The authorised share capital of the Company is US$50,000 consisting of 500,000,000 shares of a nominal or par value of US$0.0001 each.

Walkers

Page 2

The issue and allotment of the Ordinary Shares pursuant to the Plans (as defined in Schedule 1) have been duly authorised. When allotted, issued and fully paid for as contemplated in the Plans and in accordance with the Resolutions and when appropriate entries have been made in the register of members of the Company, the Ordinary Shares to be issued by the Company will be validly issued, allotted and fully paid and there will be no further obligation on the holder of any of the Ordinary Shares to make any further payment to the Company in respect of such Ordinary Shares.

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 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

The Certificate of Incorporation dated 17 November 2017, the Second Amended and Restated Memorandum and Articles of Association as adopted on 19 May 2022 (the "Memorandum and Articles"), the Register of Members and Register of Directors of the Company dated 24 January 2025, in each case, copies of which have been provided to us by the Company's registered office in the Cayman Islands (together the "Company Records").

The Cayman Online Registry Information System (CORIS), the Cayman Islands’ General Registry's online database, searched on 23 January 2025.

The Register of Writs and other Originating Process of the Grand Court kept at the Clerk of Court's Office, George Town, Grand Cayman (the "Court Register"), as at 9.00 a.m. Cayman Islands time on 23 January 2025 (the "Search Time").

A copy of a Certificate of Good Standing dated 17 January 2025 in respect of the Company issued by the Registrar (the "Certificate of Good Standing").

Copies of executed written resolutions of the directors of the Company dated 6 July 2018, 13 July 2018, 28 September 2019, 2 February 2021 and 23 June 2022, and written resolutions of the shareholders of the Company dated 6 July 2018, 13 July 2018 and 28 September 2019 (collectively, the "Resolutions").

The Company's registration statement on Form S-8 (the "Registration Statement").

Copies of the following documents of the Company (the "Plans"):

(a)

the rules of the Pre-IPO Share Option Scheme as adopted by the Company pursuant to the written resolutions of the directors of the Company dated 13 July 2018 (as amended on 15 July 2019);

(b)

the rules of the Post-IPO Share Option Scheme as adopted by the Company pursuant to the written resolutions of the directors and shareholders of the Company dated 28 September 2019;

(c)

the Rules of Ascentage Pharma Group International Restricted Share Unit Scheme dated 6 July 2018;

(d)

the Rules of Ascentage Pharma Group International Restricted Share Unit Scheme 2021 dated 2 February 2021; and

(e)

the Rules of Ascentage Pharma Group International Restricted Share Unit Scheme 2022 dated 23 June 2022.

Walkers

Page 4

Schedule 2

ASSUMPTIONS

The originals of all documents examined in connection with this opinion are authentic. The signatures, initials and seals on the documents are genuine and are those of a person or persons given power to execute the documents. All documents purporting to be sealed have been so sealed. All copies are complete and conform to their originals.

The Memorandum and Articles reviewed by us are the memorandum and articles of association of the Company that are in effect on the date hereof.

The Company Records are complete and accurate and all matters required by law and the Memorandum and Articles to be recorded therein are completely and accurately so recorded.

The Registration Statement will be duly authorised, executed and delivered by or on behalf of all relevant parties prior to the issue and sale of the Ordinary Shares and will be legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York and all other relevant laws (other than the laws of the Cayman Islands).

There are no records of the Company (other than the Company Records), agreements, documents or arrangements other than the documents expressly referred to herein as having been examined by us which restrict the powers and authority of the directors of the Company in any way or which would affect any opinion given herein.

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 shareholder or director of the Company, as the case may be, and the signatures and initials thereon are those of a person or persons in whose name the Resolutions have been expressed to be signed.

The Resolutions and any power of attorney given by the Company to execute any documents remain in full force and effect and have not been revoked or varied.

Walkers

Page 5

Schedule 3

QUALIFICATIONS

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 (as amended) of the Cayman Islands 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.

We express no opinion upon any provisions in the Memorandum and Articles or any document which contains a reference to any law or statute that is not a Cayman Islands law or statute.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Pre-IPO Share Option Plan, Post-IPO Share Option Plan, 2018 Restricted Share Unit Scheme, 2021 Restricted Share Unit Scheme and 2022 Restricted Share Unit Scheme of Ascentage Pharma Group International of our report dated June 14, 2024, with respect to the consolidated financial statements of Ascentage Pharma Group International included in its Registration Statement (Form F-1 No.333-284064) and related Prospectus of Ascentage Pharma Group International, filed with the Securities and Exchange Commission.

/s/ Ernst & Young Hua Ming LLP

Shanghai, the People’s Republic of China

January 24, 2025

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Ascentage Pharma Group International

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title⁽¹⁾	Fee Calculation Rule	Amount Registered⁽²⁾	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	2018 Restricted Share Unit Scheme (Reserve) Ordinary shares, par value US$0.0001 per share	Rule 457(h) and Rule 457(c)	6,294⁽³⁾	US$5.06⁽⁴⁾	US$31,847.64	0.0001531	US$4.88
Equity	2021 Restricted Share Unit Scheme (Reserve) Ordinary shares, par value US$0.0001 per share	Rule 457(h) and Rule 457(c)	1,267,251⁽⁵⁾	US$5.06⁽⁴⁾	US$6,412,290.06	0.0001531	US$981.73
Equity	2022 Restricted Share Unit Scheme (Reserve) Ordinary shares, par value US$0.0001 per share	Rule 457(h) and Rule 457(c)	1,786,595⁽⁶⁾	US$5.06⁽⁴⁾	US$9,040,170.70	0.0001531	US$1,384.06
Equity	Post-IPO Share Option Scheme (Reserve) Ordinary shares, par value US$0.0001 per share	Rule 457(h) and Rule 457(c)	20,707,462⁽⁷⁾	US$5.06⁽⁴⁾	US$104,779,757.72	0.0001531	US$16,041.79
Equity	2021 Restricted Share Unit Scheme (Outstanding) Ordinary shares, par value US$0.0001 per share	Rule 457(h) and Rule 457(c)	30,024⁽⁸⁾	US$5.06⁽⁴⁾	US$151,921.44	0.0001531	US$23.26
Equity	2022 Restricted Share Unit Scheme (Outstanding) Ordinary shares, par value US$0.0001 per share	Rule 457(h) and Rule 457(c)	1,386,787⁽⁹⁾	US$5.06⁽⁴⁾	US$7,017,142.22	0.0001531	US$1,074.33
Equity	Pre-IPO Share Option Scheme (Outstanding) Ordinary shares, par value US$0.0001 per share	Rule 457(h)	2,606,559⁽¹⁰⁾	US$0.0013⁽¹¹⁾	US$3,388.53	0.0001531	US$0.52
Total Offering Amounts					US$127,436,518.31		US$19,510.57
Total Fee Offsets							-
Net Fee Due							US$19,510.57

(1)	These shares may be represented by the American Depositary Shares (“ADSs”) of Ascentage Pharma Group International (the “Registrant”). Each ADS represents four ordinary shares. ADSs issuable upon deposit of the ordinary shares registered hereby were registered pursuant to the separate Registration Statement on Form F-6 (File No. 333-284315).
(2)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares that become issuable under the Registrant’s 2018 Restricted Share Unit Scheme (the “2018 RSU Scheme”), 2021 Restricted Share Unit Scheme (the “2021 RSU Scheme”), 2022 Restricted Share Unit Scheme (the “2022 RSU Scheme” and collectively with the 2018 RSU Scheme and 2021 RSU Scheme, the “RSU Schemes”), Pre-IPO Share Option Scheme (the “Pre-IPO Option Plan”) and Post-IPO Share Option Scheme (“Post-IPO Option Plan”) by reason of any share dividend, share split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding ordinary shares.
(3)	Represents 6,294 ordinary shares of the Registrant issuable pursuant to future awards that may be granted under the 2018 RSU Scheme. The number of ordinary shares available for future awards under the 2018 RSU Scheme will also include ordinary shares subject to awards under the 2018 RSU Scheme that lapse or are cancelled in accordance with the 2018 RSU Scheme.
(4)	Estimated in accordance with Rule 457(h) and Rule 457(c) of the Securities Act solely for purposes of calculating the registration fee on the basis of HK$39.43, which is the average of the high and low prices of the registrant’s ordinary shares on The Stock Exchange of Hong Kong Limited on January 21, 2025, and an exchange rate of US$1.00 to HK$7.7840, which is the exchange rate set forth for cable transfers of HK$ in the City of New York, as certified by the Federal Reserve Bank of New York, on January 17, 2025.
(5)	Represents 1,267,251 ordinary shares of the Registrant issuable pursuant to future awards that may be granted under the 2021 RSU Scheme. The number of ordinary shares available for future awards under the 2021 RSU Scheme will also include ordinary shares subject to awards under the 2021 RSU Scheme that lapse or are cancelled in accordance with the 2021 RSU Scheme.

(6)	Represents 1,786,595 ordinary shares of the Registrant issuable pursuant to future awards that may be granted under the 2022 RSU Scheme. The number of ordinary shares available for future awards under the 2022 RSU Scheme will also include ordinary shares subject to awards under the 2022 RSU Scheme that lapse or are cancelled in accordance with the 2022 RSU Scheme.
(7)	Represents 20,707,462 ordinary shares of the Registrant issuable pursuant to future options that may be granted under the Post-IPO Option Plan.
(8)	Represents 30,024 ordinary shares of the Registrant issuable upon the vesting of outstanding restricted stock units granted under the 2021 RSU Scheme.
(9)	Represents 1,386,787 ordinary shares of the Registrant issuable upon the vesting of outstanding restricted stock units granted under the 2022 RSU Scheme.
(10)	Represents 2,606,559 ordinary shares of the Registrant issuable upon the exercise of outstanding options granted under the Pre-IPO Option Plan.
(11)	Estimated in accordance with Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of the weighted average exercise price of US$0.0013 per share, based on the weighted average exercise price of HK$0.01 per share and an exchange rate of US$1.00 to HK$7.7840 the exchange rate set forth for cable transfers of HK$ in the City of New York, as certified by the Federal Reserve Bank of New York, on January 17, 2025.