definiens: means the aggregate number of shares issued other than upon exercise, vesting or issuance of share options, restricted shares, restricted share units, Ordinary Shares or ADSs, or other equity incentives toemployees, consultants and directors of the Company since the Commencement Date, expressed in terms of ADSs ; provided, however, that ( x ) if the Investor exercised its participation right pursuant to Section 5.16(a ) in whole or in part in an oﬀering ( subjectto applicable Law, HK Listing Rules and any waiver therefrom granted by the HK Stock3Exchange ) or ( y ) if the Investor purchased Ordinary Shares ( expressed in terms of ADSs ) or ADSs through a trading plan inaccordance with Rule 10b5 - 1 under the Exchange Act or otherwise purchased Ordinary Shares ( expressed in terms of ADSs ) orADSs from any Person other than the Company, then such shares issued in such Non - Equity Incentive Share oﬀering(s ) shall not bedeemed as Non - Equity Incentive Shares to the extent Investor ’s purchases pursuant to clauses ( x ) and ( y ) were made in responseto the pro rata dilution to the Investor from such Non - Equity Incentive Share offerings