**
**Exhibit 2.4**

**Description of Rights of Each Class of Securities**

**Registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”)**

American Depositary Shares (“ADSs”) each representing one Class A ordinary shares of AMTD International Inc., (the“we,” “our,” “our company,” or “us”) are listed and traded on the New York Stock Exchange and, in connection with this listing (but not for trading), the Class A ordinary shares are registered underSection 12(b) of the Exchange Act. This exhibit contains a description of the rights of (i) the holders of Class A ordinary shares and (ii) the holders of ADSs. Class A ordinary shares underlying the ADSs are held by TheBank of New York Mellon , as depositary, and holders of ADSs will not be treated as holders of the Class A ordinary shares. 

**Description ofClass A Ordinary Shares**

The following is a summary of material provisions of our currently effective third amended and restatedmemorandum and articles of association (the “Memorandum and Articles of Association”), as well as the Companies Law (as amended) of the Cayman Islands (the “Companies Law”) insofar as they relate to the material terms of ourordinary shares. Notwithstanding this, because it is a summary, it may not contain all the information that you may otherwise deem important. For more complete information, you should read the entire Memorandum and Articles of Association, which hasbeen filed with the SEC as an exhibit to our Registration Statement on Form F-1 (File No. 333-232224).

***Type and Class of Securities (Item 9.A.5 of Form 20-F)***

Each Class A ordinary share has US$0.0001 par value. The number of Class A ordinary shares that have been issued as of the last dayof the financial year ended December 31, 2019 is provided on the cover of the annual report on Form 20-F filed on April 30, 2020 (the “2019 Form20-F”). Our Class A ordinary shares may be held in either certificated or uncertificated form. 

***Preemptive Rights (Item 9.A.3 of Form 20-F)***

Our shareholders do not have preemptive rights. 

***Limitations or Qualifications (Item 9.A.6 of Form 20-F)***

We have a dual-class voting structure such that our ordinary shares consist of Class A ordinary shares and Class B ordinary shares.Each Class A ordinary share shall entitle the holder thereof to one vote on all matters subject to the vote at general meetings of our company, and each Class B ordinary share shall entitle the holder thereof to twenty votes on all matterssubject to the vote at general meetings of our company. Due to the super voting power of Class B ordinary share holder, the voting power of the Class A ordinary shares may be materially limited. 

***Rights of Other Types of Securities (Item 9.A.7 of Form 20-F)***

Not applicable. 

***Rights of Class AOrdinary Shares (Item 10.B.3 of Form 20-F)***

*Classes of Ordinary Shares*

Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. Holders of our Class A ordinary sharesand Class B ordinary shares will have the same rights except for voting and conversion rights. Each Class B ordinary Share shall entitle the holder thereof to twenty votes on all matters subject to vote at our general meetings, andeach Class A ordinary share shall entitle the holder thereof to one vote on all matters subject to vote at our general meetings. Our ordinary shares are issued in registered form and are issued when registered in our register of members.

*Conversion*

Each Class Bordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon
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any sale, transfer, assignment or disposition of any Class B ordinary shares by a holder thereof to any person other than our chairman of the board of directors and chief executive officer,Calvin Choi, or any other person or entity designated by Mr. Choi, each of such Class B ordinary shares will be automatically and immediately converted into an equal number of Class A ordinary share. 

*Dividends*

The holders of our ordinaryshares are entitled to such dividends as may be declared by our board of directors or declared by our shareholders by ordinary resolution (provided that no dividend may be declared by our shareholders which exceeds the amount recommended by ourdirectors). Our currently effective Memorandum and Articles of Association provide that dividends may be declared and paid out of our profits, realized or unrealized, or from any reserve set aside from profits which our board of directors determineis no longer needed. Under the laws of the Cayman Islands, our company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if the dividend payment would result in our companybeing unable to pay its debts as they fall due in the ordinary course of business. 

*Voting Rights*

Our ordinary shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be requiredby law, or otherwise agreed in our currently effective Memorandum and Articles of Association. On a poll, each holder of Class B ordinary shares is entitled to twenty votes per share, and each holder of our Class A ordinary shares isentitled to one vote per share on all matters submitted to them for a vote. On a show of hands, each holder of Class A ordinary shares or Class B ordinary shares has one vote. Voting at any shareholders’ meeting is by show of handsunless a poll is demanded. A poll may be demanded by the chairman of such meeting or any one or more shareholders who together hold not less than 10% of the total number of votes attaching to all issued and outstanding ordinary shares which arepresent in person or by proxy entitled to vote at the meeting. 

An ordinary resolution to be passed at a meeting by the shareholdersrequires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast at a meeting, while a special resolution requires the affirmative vote of no less than two-thirds of thevotes cast attaching to the issued and outstanding ordinary shares at a meeting. A special resolution will be required for important matters such as a change of name or making changes to our currently effective Memorandum and Articles ofAssociation. Our shareholders may, among other things, divide or combine their shares by ordinary resolution.******

*General Meetings ofShareholders*

As a Cayman Islands exempted company, we are not obliged by the Companies Law to call shareholders’ annual generalmeetings. Our currently effective Memorandum and Articles of Association provide that we may (but are not obliged to) in each year hold a general meeting as our annual general meeting in which case we shall specify the meeting as such in the noticescalling it, and the annual general meeting shall be held at such time and place as may be determined by our directors. 

Shareholders’general meetings may be convened by a majority of our board of directors. Advance notice of at least seven days is required for the convening of our annual general shareholders’ meeting (if any) and any other general meeting of ourshareholders. A quorum required for any general meeting of shareholders consists of at least one shareholder present or by proxy, representing not less than one-third of all votes attaching to all of ourshares in issue and entitled to vote. 

The Companies Law provides shareholders with only limited rights to requisition a general meeting,and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our currently effective Memorandum and Articles of Association providethat upon the requisition of any one or more of our shareholders who together holds shares which carry in aggregate not less than one-third of the total number of votes attaching to the issued and outstandingshares of our company entitled to vote at general meetings, our board will convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting. However, our currently effective Memorandum and Articles ofAssociation do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders. 

*Election, Removal and Remuneration of Directors*

Unless otherwise determined by our company in general meeting, our currently effective Memorandum and Articles of Association provide that ourboard will consist of not less than three directors. There are no provisions relating to retirement of directors upon reaching any age limit. 

The directors have the power to appoint any person as a director either to fill a vacancy on the board or as an addition to the existingboard. Our shareholders may also appoint any person to be a director by ordinary resolution. A director shall not be required to hold any Shares in our company by way of qualification. 

A director may be removed with or without cause by ordinary resolution. 

The remuneration of the directors may be determined by the directors or by ordinary resolution of shareholders. 

*Transfer of Ordinary Shares*

Subject tothe restrictions set out below, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors. 

Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up oron which we have a lien. Our board of directors may also decline to register any transfer of any ordinary share unless: 

 
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the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which itrelates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; 

 
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the instrument of transfer is in respect of only one class of shares; 

 
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the instrument of transfer is properly stamped, if required; 

 
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in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to betransferred does not exceed four; and 

 
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a fee of such maximum sum as the New York Stock Exchange may determine to be payable or such lesser sum as ourdirectors may from time to time require is paid to us in respect thereof. 

If our directors refuse to register atransfer they shall, within three months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. 

The registration of transfers may, after compliance with any notice required of the New York Stock Exchange, be suspended and the registerclosed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year as our boardmay determine. 

*Liquidation Rights*

On the winding up of our company, if the assets available for distribution amongst our shareholders shall be more than sufficient to repay thewhole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst our shareholders in proportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction fromthose shares in respect of which there are monies due, of all monies payable to our company for unpaid calls or otherwise. If our assets available for distribution are insufficient to repay all of the paid-upcapital, the assets will be distributed so that the losses are borne by our shareholders in proportion to the par value of the shares held by them. 

*Calls on Shares and Forfeiture of Shares*

Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their shares in a notice served to suchshareholders at least 14 days prior to the specified time and place of payment. The shares that have been called upon and remain unpaid are subject to forfeiture. 

*Redemption, Repurchase and Surrender of Shares*

We may issue shares on terms that such shares are subject to redemption, at our option or at the option of the holders of these shares, on such terms and insuch manner as may be determined by our board of directors. Our company may also repurchase any of our shares on such terms and in such manner as have been approved by our board of directors or by an ordinary resolution of our shareholders. Underthe Companies Law, the redemption or repurchase of any share may be paid out of our company’s profits or out of the proceeds of a new issue of shares made for the purpose of such redemption or repurchase, or out of capital (including sharepremium account and capital redemption reserve) if our company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Law no such share may be redeemed orrepurchased (a) unless it is fully paid up, (b) if such redemption or repurchase would result in there being no shares outstanding or (c) if the company has commenced liquidation. In addition, our company may accept the surrender ofany fully paid share for no consideration.***Issuance of Additional Shares.*

Our currently effective Memorandum and Articlesof Association authorizes our board of directors to issue additional shares from time to time as our board of directors shall determine, to the extent of available authorized but unissued shares. 

Our currently effective Memorandum and Articles of Association also authorizes our board of directors to create from time to time one or moreclasses or series of preferred shares and to determine, with respect to any such class or series of preferred shares, the terms and rights of that class or series, including: 

 
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the designation of the class or series; 

 
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the number of shares of the class or series; 

 
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the dividend rights, dividend rates, conversion rights, voting rights; and 

 
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the rights and terms of redemption and liquidation preferences. 

Our board of directors may issue preferred shares without action by our shareholders to the extent authorized but unissued. Issuance of theseshares may dilute the voting power of holders of ordinary shares. 

***Requirements to Change the Rights of Holders of Class A Ordinary Shares(Item 10.B.4 of Form 20-F)***

*Variations of Rights of Shares*

If at any time, our share capital is divided into different classes or series of shares, the rights attached to any such class or series ofshares may, subject to any rights or restrictions for the time being attached to any classes or series, only be materially adversely varied with the consent in writing of the holders of all of the issued shares of that class or series or with thesanction of an ordinary resolution passed at a separate meeting of the holders of the shares of that class or series. The rights conferred upon the holders of the shares of any class or series issued with preferred or other rights will not, subjectto any rights or restrictions for the time being attached to the shares of that class or series, be deemed to be materially adversely varied by the creation, allotment, or issue of further shares ranking *pari passu* with or subsequent to them.The rights of the holders of shares will not be deemed to be materially adversely varied by the creation or issue of class or series of shares with preferred or other rights including, without limitation, the creation of class or series of shareswith enhanced or weighted voting rights. 

***Limitations on the Rights to Own Class A Ordinary Shares (Item 10.B.6 of Form 20-F)***

There are no limitations under the laws of the Cayman Islands or under the Memorandum andArticles of Association that limit the right of non-resident or foreign owners to hold or vote Class A ordinary shares, other than anti-takeover provisions contained in the Memorandum andArticles of Association to limit the ability of others to acquire control of our company or cause our company to engage in change-of-control transactions. 

***Provisions Affecting Any Change of Control (Item 10.B.7 of Form 20-F)***

*Anti-Takeover Provisions in the Memorandum and Articles of Association.*******Some provisions of our currently effective Memorandum and Articlesof Association may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including provisions that: 

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authorize our board of directors to create and issue new classes or series of shares (including preferred shares)and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action by our shareholders; and 

 
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limit the ability of shareholders to requisition and convene general meetings of shareholders.

However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under ourcurrently effective Memorandum and Articles of Association for a proper purpose and for what they believe in good faith to be in the best interests of our company. 

***Ownership Threshold (Item 10.B.8 of Form 20-F)***

There are no provisions under the laws of the Cayman Islands or under the Memorandum and Articles of Association that govern the ownershipthreshold above which shareholder ownership must be disclosed. 

***Differences Between the Law of Different Jurisdictions (Item 10.B.9 of Form 20-F)***

The Companies Law is derived, to a large extent, from the older Companies Act of Englandbut does not follow recent English statutory enactments and accordingly there are significant differences between the Companies Law and the current Companies Act of England. In addition, the Companies Law differs from laws applicable to U.S.corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Law applicable to us and the laws applicable to companies incorporated in the United States and theirshareholders. 

*Mergers and Similar Arrangements.*The Companies Law permits mergers and consolidations between Cayman Islandscompanies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting of theirundertaking, property and liabilities in one of such companies as the surviving company, and (b) a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of theundertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must thenbe authorized by (a) a special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent company’s articles of association. The plan must be filedwith the Registrar of Companies of the Cayman Islands together with a declaration as to the solvency of the consolidated or surviving company, a statement setting out the assets and liabilities of each constituent company and an undertaking that acopy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is notrequired for a merger or consolidation which is effected in compliance with these statutory procedures. 

A merger between a Cayman parentcompany and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders of that Cayman subsidiary if a copy of the plan of merger is given to every member of that Cayman subsidiary to be merged unless thatmember agrees otherwise. For this purpose, a company is a “parent company” of a subsidiary if it holds issued shares that together represent at least ninety percent (90%) of the votes at a general meeting of the subsidiary. 

The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waivedby a court in the Cayman Islands. 

Save in certain limited circumstances under the Companies Law, a shareholder of a Cayman constituentcompany who dissents from the merger or consolidation is entitled to payment of the fair value of his shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) upon dissenting to the merger or consolidation,provide the dissenting shareholder complies strictly with the procedures set out in the Companies Law. The exercise of dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to which he or she might otherwisebe entitled by virtue of holding shares, save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful. 

Separate from the statutory provisions relating to mergers and consolidations, the Companies Law also contains statutory provisions thatfacilitate the reconstruction and amalgamation of companies by way of schemes of arrangement, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, andwho must in addition represent three-fourths in value 

of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The conveningof the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court canbe expected to approve the arrangement if it determines that: 

 
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the statutory provisions as to the required majority vote have been met; 

 
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the shareholders have been fairly represented at the meeting in question and the statutory majority are actingbona fide without coercion of the minority to promote interests adverse to those of the class; 

 
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the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting inrespect of his interest; and 

 
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the arrangement is not one that would more properly be sanctioned under some other provision of the CompaniesLaw. 

The Companies Law also contains a statutory power of compulsory acquisition which may facilitate the “squeezeout” of dissentient minority shareholder upon a tender offer. When a tender offer is made and accepted by holders of 90% of the shares affected within four months, the offeror may, within a two-monthperiod commencing on the expiration of such four-month period, require the holders of the remaining shares to transfer such shares to the offeror on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands. 

If an arrangement and reconstruction by way of scheme of arrangement is thus approved and sanctioned, or if a tender offer is made andaccepted in accordance with the foregoing statutory procedures, a dissenting shareholder would have no rights comparable to appraisal rights, save that objectors to a takeover offer may apply to the Grand Court of the Cayman Islands for variousorders that the Grand Court of the Cayman Islands has a broad discretion to make, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judiciallydetermined value of the shares. 

*Shareholders’ Suits.* In principle, we will normally be the proper plaintiff for a wrong doneto us as a company and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islandscourt can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) so that a non-controlling shareholder may be permitted to commence a classaction against or derivative actions in the name of the company to challenge actions where: 

 
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a company acts or proposes to act illegally or ultra vires; 

 
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the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simplemajority vote that has not been obtained; and 

 
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those who control the company are perpetrating a “fraud on the minority.” 

*Indemnification of Directors and Executive Officers and Limitation of Liability.* Cayman Islands law does not limit the extent to whicha company’s Memorandum and Articles of Association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provideindemnification against civil fraud or the consequences of committing a crime. Our currently effective Memorandum and Articles of Association provide that that we shall indemnify our officers and directors against all actions, proceedings, costs,charges, expenses, losses, damages or liabilities incurred or sustained by such directors or officer, other than by reason of such person’s dishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs(including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilitiesincurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the sameas permitted under the Delaware General Corporation Law for a Delaware corporation. 

In addition, we have entered into indemnification agreements with our directors andexecutive officers that provide such persons with additional indemnification beyond that provided in our currently effective Memorandum and Articles of Association. 

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

*Anti-Takeover Provisions in the Memorandum and Articles of Association.*******Some provisions of our currently effectiveMemorandum and Articles of Association may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including provisions that authorize our board of directors to create and issue newclasses or series of shares (including preferred shares) and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action by our shareholders and limit the ability ofshareholders to requisition and convene general meetings of shareholders. 

However, under Cayman Islands law, our directors may onlyexercise the rights and powers granted to them under our currently effective Memorandum and Articles of Association for a proper purpose and for what they believe in good faith to be in the best interests of our company. 

*Directors’ Fiduciary Duties.*Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to thecorporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similarcircumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner hereasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and itsshareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in goodfaith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning atransaction by a director, the director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation. 

As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company andtherefore it is considered that he owes the following duties to the company—a duty to act bona fide in the best interests of the company, a duty not to make a profit based on his position as director (unless the company permits him to do so)and a duty not to put himself in a position where the interests of the company conflict with his personal interest or his duty to a third party. A director of a Cayman Islands company owes to the company a duty to act with skill and care. Englishand Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. 

*Shareholder Action by Written Consent.* Under the Delaware General Corporation Law, a corporation may eliminate the right ofshareholders to act by written consent by amendment to its certificate of incorporation. Cayman Islands law and our currently effective articles of association provide that shareholders may approve corporate matters by way of a unanimous writtenresolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held. 

*Shareholder Proposals.*Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annualmeeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders maybe precluded from calling special meetings. 

The Companies Law does not provide shareholders with rights to requisition a general meetingnor any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our currently effective articles of association allow any one or more of our shareholders who togetherhold shares which carry in aggregate not less than one-third of the total number of votes attaching to all issued and outstanding shares of our company entitled to vote at general meetings to requisition anextraordinary general meeting of our shareholders, in which case our board is obliged to convene an extraordinary general meeting and to put the resolutions so requisitioned to a vote at such meeting. Other than this right to requisition ashareholders’ meeting, our currently effective articles of association do not provide our shareholders with any other right to put proposals before annual general meetings or extraordinary general meetings. As an exempted Cayman Islandscompany, we are not obliged by law to call shareholders’ annual general meetings. 

*Cumulative Voting*. Under the Delaware General Corporation Law, cumulative voting forelections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since itpermits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. There are no prohibitions in relation tocumulative voting under the laws of the Cayman Islands but our currently effective articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue thanshareholders of a Delaware corporation. 

*Removal of Directors*. Under the Delaware General Corporation Law, a director of acorporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our currently effective articles ofassociation, directors may be removed with or without cause, by an ordinary resolution of our shareholders. 

*Transactions withInterested Shareholders.* The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment toits certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interestedshareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting share within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder,the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of anyacquisition transaction with the target’s board of directors. 

Cayman Islands law has no comparable statute. As a result, we cannotavail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, as mentioned above thedirectors have certain fiduciary duties including a duty to act bona fide in the best interest of our company. 

*Dissolution; Windingup.* Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolutionis initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirementin connection with dissolutions initiated by the board. 

Under Cayman Islands law, a company may be wound up by either an order of thecourts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specifiedcircumstances including where it is, in the opinion of the court, just and equitable to do so. Under the Companies Law and our currently effective articles of association, our company may be dissolved, liquidated or wound up by a special resolutionof our shareholders. 

*Variation of Rights of Shares.* Under the Delaware General Corporation Law, a corporation may vary the rightsof a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under our currently effective Memorandum and Articles of Association, if our share capital isdivided into more than one class of shares, we may vary the rights attached to any class with the consent in writing of the holders of all of the issued shares of that class or with the sanction of an ordinary resolution passed at a separate meetingof the holders of the shares of that class. 

*Amendment of Governing Documents.* Under the Delaware General Corporation Law, acorporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. As permitted by Cayman Islands law, our currently effectiveMemorandum and Articles of Association may only be amended with a special resolution of our shareholders. 

*Rights of Non-resident or Foreign Shareholders.* There are no limitations imposed by our currently effective Memorandum and Articles of Association on the rights of non-resident orforeign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our currently effective Memorandum and Articles of Association governing the ownership threshold above which shareholder ownership must bedisclosed. 

*Exempted Company.* We are incorporated as an exempted company with limited liability under the Companies Law. TheCompanies Law distinguishes between ordinary resident companies and exempted companies. Any company that is incorporated in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be incorporated as an exemptedcompany. The requirements for an exempted company are essentially the same as for an ordinary company except that an exempted company: 

 
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does not have to file an annual return of its shareholders with the Registrar of Companies;

 
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is not required to open its register of members for inspection; 

 
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does not have to hold an annual general meeting; 

 
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may issue negotiable or bearer shares or shares with no par value; 

 
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may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for20 years in the first instance); 

 
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may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

 
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may register as a limited duration company; and 

 
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may register as a segregated portfolio company. 

“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares ofthe company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

***Changes in Capital (Item 10.B.10 of Form 20-F)***

Our shareholders may from time to time by ordinary resolution: 

 
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increase our share capital by such sum, to be divided into shares of such classes and amount, as the resolutionshall prescribe; 

 
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consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;

 
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sub-divide our existing shares, or any of them into shares of a smalleramount, provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived; or 

 
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cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be takenby any person and diminish the amount of our share capital by the amount of the shares so canceled. 

Our shareholders may by special resolution, subject to confirmation by the Grand Court ofthe Cayman Islands on an application by our company for an order confirming such reduction, reduce our share capital or any capital redemption reserve in any manner permitted by law. 

**Debt Securities (Item 12.A of Form 20-F)**

Not applicable. 

**Warrants and Rights (Item12.B of Form 20-F)**

Not applicable. 

**Other Securities (Item 12.C of Form 20-F)**

Not applicable. 

**Description of AmericanDepositary Shares (Items 12.D.1 and 12.D.2 of Form 20-F)**

The Bank of New York Mellon, asdepositary, will register and deliver American Depositary Shares, also referred to as ADSs. Each ADS will represent one Class A ordinary share (or a right to receive one Class A ordinary shares) deposited with The Hongkong and ShanghaiBanking Corporation Limited, as custodian for the depositary in Hong Kong. Each ADS will also represent any other securities, cash or other property which may be held by the depositary. The deposited shares together with any other securities, cash,or other property held by the depositary are referred to as the deposited securities. The depositary’s office at which the ADSs will be administered and its principal executive office are located at 240 Greenwich Street, New York, New York10286. 

You may hold ADSs either (A) directly (i) by having an American Depositary Receipt, also referred to as an ADR, which isa certificate evidencing a specific number of ADSs, registered in your name, or (ii) by having uncertificated ADSs registered in your name, or (B) indirectly by holding a security entitlement in ADSs through your broker or other financialinstitution that is a direct or indirect participant in The Depository Trust Company, also called DTC. If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder. This description assumes you are an ADS holder. Ifyou hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out whatthose procedures are. 

Registered holders of uncertificated ADSs will receive statements from the depositary confirming their holdings.

As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Cayman Islands law governsshareholder rights. The depositary will be the holder of the shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary, ADS holders and all other persons indirectly orbeneficially holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs. 

The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entiredeposit agreement and the form of ADR. The deposit agreement and the form of ADR have been filed with the SEC as exhibits to a Registration Statement on Form F-6 (FileNo. 333-232822) for our company. The form of ADR is on file with the SEC (as a prospectus) and was filed on July 25, 2019. 

***Dividends and Other Distributions***

*How will youreceive dividends and other distributions on the shares?*

The depositary has agreed to pay or distribute to ADS holders the cashdividends or other distributions it or the custodian receives on shares or other deposited securities, upon payment or deduction of its fees and expenses. You will receive these distributions in proportion to the number of shares your ADSsrepresent. 

*Cash.* The depositary will convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars,if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute theforeign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not beliable for any interest. 

Before making a distribution, any withholding taxes, or other governmental charges that mustbe paid will be deducted. See “Taxation.” The depositary will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. *If the exchange rates fluctuate during a time when the depositarycannot convert the foreign currency, you may lose some of the value of the distribution*. 

*Shares.* The depositary may distributeadditional ADSs representing any shares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will sell shares which would require it to deliver a fraction of an ADS (or ADSs representing those shares)and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares. The depositary may sell a portion of the distributed shares (orADSs representing those shares) sufficient to pay its fees and expenses in connection with that distribution. 

*Rights to purchaseadditional shares.* If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADSholders or (iii) sell those rights and distribute the net proceeds to ADS holders, in each case after deduction or upon payment of its fees and expenses. To the extent the depositary does not do any of those things, it will allow the rights tolapse. *In that case, you will receive no value for them*. The depositary will exercise or distribute rights only if we ask it to and provide satisfactory assurances to the depositary that it is legal to do so. If the depositary will exerciserights, it will purchase the securities to which the rights relate and distribute those securities or, in the case of shares, new ADSs representing the new shares, to subscribing ADS holders, but only if ADS holders have paid the exercise price tothe depositary. U.S. securities laws may restrict the ability of the depositary to distribute rights or ADSs or other securities issued on exercise of rights to all or certain ADS holders, and the securities distributed may be subject torestrictions on transfer. 

*Other Distributions.* The depositary will send to ADS holders anything else we distribute on depositedsecurities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does withcash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receivessatisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution. U.S. securities lawsmay restrict the ability of the depositary to distribute securities to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer. 

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. Wehave no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means thatyou may not receive the distributions we make on our shares or any value for them if it is illegal or impractical for us to make them available to you. 

***Deposit, Withdrawal and Cancellation***

*How areADSs issued?*

The depositary will deliver ADSs if you or your broker deposits shares or evidence of rights to receive shares with thecustodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to orupon the order of the person or persons that made the deposit. 

*How can ADS holders withdraw the deposited securities?*

You may surrender your ADSs to the depositary for the purpose of withdrawal. Upon payment of its fees and expenses and of any taxes or charges,such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the shares and any other deposited securities underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at yourrequest, risk and expense, the depositary will deliver the deposited securities at its office, if feasible. However, the depositary is not required to accept surrender of ADSs to the extent it would require delivery of a fraction of a depositedshare or other security. The depositary may charge you a fee and its expenses for instructing the custodian regarding delivery of deposited securities. 

*How do ADS holders interchange between certificated ADSs and uncertificated ADSs?*

You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel thatADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated ADSs. Upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting theexchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs.v 

***Voting Rights***

*How do you vote?*

ADS holders may instruct the depositary how to vote the number of deposited shares their ADSs represent. If we request the depositary tosolicit your voting instructions (and we are not required to do so), the depositary will notify you of a shareholders’ meeting and send or make voting materials available to you. Those materials will describe the matters to be voted on andexplain how ADS holders may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date set by the depositary. The depositary will try, as far as practical, subject to the laws of the Cayman Islandsand the provisions of our articles of association or similar documents, to vote or to have its agents vote the shares or other deposited securities as instructed by ADS holders. If we do not request the depositary to solicit your votinginstructions, you can still send voting instructions, and, in that case, the depositary may try to vote as you instruct, but it is not required to do so. 

*Except by instructing the depositary as described above, you won’t be able to exercise voting rights unless you surrender your ADSsand withdraw the shares. However, you may not know about the meeting enough in advance to withdraw the shares*. In any event, the depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to voteas instructed. 

We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary tovote your shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. *This means that you may not be able to exercise voting rights andthere may be nothing you can do if your shares are not voted as you requested*. 

In order to give you a reasonable opportunity toinstruct the depositary as to the exercise of voting rights relating to deposited securities, if we request the depositary to act, we agree to give the depositary notice of any such meeting and details concerning the matters to be voted upon atleast 40 days in advance of the meeting date. 

***Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities***

The depositary will not tender deposited securities in any voluntary tender or exchange offer unless instructed to do by an ADSholder surrendering ADSs and subject to any conditions or procedures the depositary may establish. 

If deposited securities are redeemedfor cash in a transaction that is mandatory for the depositary as a holder of deposited securities, the depositary will call for surrender of a corresponding number of ADSs and distribute the net redemption money to the holders of called ADSs uponsurrender of those ADSs. 

If there is any change in the deposited securities such as asub-division, combination or other reclassification, or any merger, consolidation, recapitalization or reorganization affecting the issuer of deposited securities in which the depositary receives newsecurities in exchange for or in lieu of the old deposited securities, the depositary will hold those replacement securities as deposited securities under the deposit agreement. However, if the depositary decides it would not be lawful and practicalto hold the replacement securities because those securities could not be distributed to ADS holders or for any other reason, the depositary may instead sell the replacement securities and distribute the net proceeds upon surrender of the ADSs. 

If there is a replacement of the deposited securities and the depositary will continue tohold the replacement securities, the depositary may distribute new ADSs representing the new deposited securities or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities. 

If there are no deposited securities underlying ADSs, including if the deposited securities are cancelled, or if the deposited securitiesunderlying ADSs have become apparently worthless, the depositary may call for surrender or of those ADSs or cancel those ADSs upon notice to the ADS holders. 

***Amendment and Termination***

*How may the depositagreement be amended?*

We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for anyreason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges, or similar items, or prejudices a substantial right ofADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agreeto the amendment and to be bound by the ADRs and the deposit agreement as amended. 

*How may the deposit agreement be terminated?*

The depositary will initiate termination of the deposit agreement if we instruct it to do so. The depositary may initiate termination of thedeposit agreement if: 

 
 • 
90 days have passed since the depositary told us it wants to resign but a successor depositary has not beenappointed and accepted its appointment; 

 
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we delist the ADSs from an exchange in the United States on which they were listed and do not list the ADSs onanother exchange in the United States or make arrangements for trading of ADSs on the U.S. over-the-counter market; 

 
 • 
we delist our shares from an exchange outside the United States on which they were listed and do not list theshares on another exchange outside the United States; 

 
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the depositary has reason to believe the ADSs have become, or will become, ineligible for registration on Form F-6 under the Securities Act of 1933; 

 
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we appear to be insolvent or enter insolvency proceedings 

 
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all or substantially all the value of the deposited securities has been distributed either in cash or in the formof securities; 

 
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there are no deposited securities underlying the ADSs or the underlying deposited securities have becomeapparently worthless; or 

 
 • 
there has been a replacement of deposited securities. 

If the deposit agreement will terminate, the depositary will notify ADS holders at least 90 days before the termination date. At any timeafter the termination date, the depositary may sell the deposited securities. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, unsegregated and withoutliability for interest, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. Normally, the depositary will sell as soon as practicable after the termination date. 

After the termination date and before the depositary sells, ADS holders can still surrender their ADSs and receive delivery of depositedsecurities, except that the depositary may refuse to accept a surrender for the purpose of withdrawing deposited securities or reverse previously accepted surrenders of that kind that have not settled if it would interfere with the selling process.The depositary may refuse to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securities have been sold. The depositary will 

continue to collect distributions on deposited securities, but, after the termination date, the depositary is not required to register any transfer of ADSs or distribute any dividends or otherdistributions on deposited securities to the ADSs holder (until they surrender their ADSs) or give any notices or perform any other duties under the deposit agreement except as described in this paragraph. 

***Limitations on Obligations and Liability to ADR Holders***

*Limits on Our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs*

The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability ofthe depositary. We and the depositary: 

 
 • 
are only obligated to take the actions specifically set forth in the deposit agreement without negligence or badfaith, and the depositary will not be a fiduciary or have any fiduciary duty to holders of ADSs; 

 
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are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or itscontrol from performing our or its obligations under the deposit agreement; 

 
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are not liable if we or it exercises discretion permitted under the deposit agreement; 

 
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are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securitiesthat is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement; 

 
 • 
have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the depositagreement on your behalf or on behalf of any other person; 

 
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may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed orpresented by the proper person; 

 
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are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and

 
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the depositary has no duty to make any determination or provide any information as to our tax status, or anyliability for any tax consequences that may be incurred by ADS holders as a result of owning or holding ADSs or be liable for the inability or failure of an ADS holder to obtain the benefit of a foreign tax credit, reduced rate of withholding orrefund of amounts withheld in respect of tax or any other tax benefit. 

In the deposit agreement, we and the depositaryagree to indemnify each other under certain circumstances. 

***Requirements for Depositary Actions***

Before the depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the depositarymay require: 

 
 • 
payment of stock transfer or other taxes or other governmental charges and transfer or registration fees chargedby third parties for the transfer of any shares or other deposited securities; 

 
 • 
satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

 
 • 
compliance with regulations it may establish, from time to time, consistent with the deposit agreement, includingpresentation of transfer documents. 

The depositary may refuse to deliver ADSs or register transfers of ADSs when the transferbooks of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so. 

***Your Right to Receivethe Shares Underlying your ADSs***

ADS holders have the right to cancel their ADSs and withdraw the underlying shares at any timeexcept: 

 
 • 
when temporary delays arise because: (i) the depositary has closed its transfer books or we have closed ourtransfer books; (ii) the transfer of shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our shares; 

 
 • 
when you owe money to pay fees, taxes and similar charges; or 

 
 • 
when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations thatapply to ADSs or to the withdrawal of shares or other deposited securities. 

This right of withdrawal may not be limitedby any other provision of the deposit agreement. 

***Direct Registration System***

In the deposit agreement, all parties to the deposit agreement acknowledge that the Direct Registration System, also referred to as DRS, andProfile Modification System, also referred to as Profile, will apply to the ADSs. DRS is a system administered by DTC that facilitates interchange between registered holding of uncertificated ADSs and holding of security entitlements in ADSs throughDTC and a DTC participant. Profile is a feature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and todeliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register that transfer. 

In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreementunderstand that the depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery as described in the paragraph above has the actual authorityto act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary’s reliance on and compliance with instructions received by the depositarythrough the DRS/Profile system and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the depositary. 

***Shareholder Communications; Inspection of Register of Holders of ADSs***

The depositary will make available for your inspection at its office all communications that it receives from us as a holder of depositedsecurities that we make generally available to holders of deposited securities. The depositary will send you copies of those communications or otherwise make those communications available to you if we ask it to. You have a right to inspect theregister of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs. 

***Jury TrialWaiver***

The deposit agreement provides that, to the extent permitted by law, ADS holders waive the right to a jury trial of anyclaim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws. If we or the depositary opposed a jury trial demand based onthe waiver, the court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable case law. 

You will not be agreeing to the terms of the deposit agreement nor be deemed to have waived our or the depositary’s compliance with U.S.federal securities laws or the rules and regulations promulgated thereunder. 

***Arbitration Provision***

The deposit agreement gives the depositary or an ADS holder asserting a claim against us the right to require us to submit that claim tobinding arbitration in New York under the Rules of the American Arbitration Association, including any U.S. federal securities law claim. However, a claimant could also elect not to submit its claim to arbitration and instead bring its claim in anycourt having jurisdiction of it. The deposit agreement does not give us the right to require anyone to submit any claim to arbitration.