红黄蓝教育美股招股说明书(2023-10-30版)

AmericanDepositary Shares(eachAmerican DepositaryShare representing the right toreceiveten(10)fully paidClass A ordinary shares) AMERICAN DEPOSITARY RECEIPT for AMERICAN DEPOSITARY SHARES representing DEPOSITED CLASS A ORDINARY SHARES of GRAVITAS EDUCATION HOLDINGS, INC.(Incorporated under the laws of the Cayman Islands) CITIBANK, N.A., a national banking association organized and existing under the laws of theUnited States of America, as depositary (the “Depositary”), hereby certifies that __________________ isthe owner of __________________ American Depositary Shares (hereinafter “ADS”) representingdeposited Class A ordinary shares, including evidence of rights to receive such Class A ordinary shares(the “Shares”), of GRAVITAS EDUCATION HOLDINGS, INC. (formerly known as “RYB Education,Inc.”), an exempted company with limited liability organized under the laws of the Cayman Islands (the“Company”). As of the date of issuance of this ADR, each ADS represents the right to receive ten (10)Sharesdeposited under the Deposit Agreement (as hereinafter defined) with the Custodian, which at thedate of the execution of the Deposit Agreement was Citibank, N.A. (the “Custodian”). The ADS(s)-to-Share(s) ratio is subject to amendment as provided in Articles IV and VI of the Deposit Agreement. TheDepositary’s Principal Office is located at 388 Greenwich Street, New York, New York 10013, U.S.A. (1)The Deposit Agreement.This American Depositary Receipt is one of an issue ofAmerican Depositary Receipts (“ADRs”), all issued and to be issued upon the terms and conditions setforth in the Deposit Agreement, dated as of September 26, 2017, as amended by Amendment No. 1 tothe Deposit Agreement, dated as of October 14, 2022 (as so amended and as further amended andsupplemented from time to time, the “Deposit Agreement”), by and among the Company, the Depositary, and all Holders and Beneficial Owners from time to time of ADSs issued thereunder. TheDeposit Agreement sets forth the rights and obligations of Holders and Beneficial Owners of ADSs andthe rights and duties of the Depositary in respect of the Shares deposited thereunder and any and allother Deposited Property (as defined in the Deposit Agreement) from time to time received and held ondeposit in respect of the ADSs. Copies of the Deposit Agreement are on file at the Principal Office ofthe Depositary and with the Custodian. Each Holder and each Beneficial Owner, upon acceptance ofany ADSs (or any interest therein) issued in accordance with the terms and conditions of the DepositAgreement, shall be deemed for all purposes to (a) be a party to and bound by the terms of the DepositAgreement and the applicable ADR(s), and (b) appoint the Depositary its attorney-in-fact, with fullpower to delegate, to act on its behalf and to take any and all actions contemplated in the DepositAgreement and the applicable ADR(s), to adopt any and all procedures necessary to comply withapplicable law and to take such action as the Depositary in its sole discretion may deem necessary orappropriate to carry out the purposes of the Deposit Agreement and the applicable ADR(s), the takingof such actions to be the conclusive determinant of the necessity and appropriateness thereof. Themanner in which a Beneficial Owner holds ADSs (e.g., in a brokerage account vs. as registered holder)may affect the rights and obligations of, the manner in which, and the extent to which, services aremade available to, Beneficial Owners pursuant to the terms of the Deposit Agreement. The statements made on the face and reverse of this ADR are summaries of certain provisionsof the Deposit Agreement and the Articles of Association of the Company (as in effect on the date ofthe signing of the Deposit Agreement) and are qualified by and subject to the detailed provisions of theDeposit Agreement and the Articles of Association, to which reference is hereby made. All capitalized terms not defined herein shall have the meanings ascribed thereto in theDeposit Agreement. The Depositary makes no representation or warranty as to the validity or worth of theDeposited Property. The Depositary has made arrangements for the acceptance of the ADSs into DTC.Each Beneficial Owner of ADSs held through DTC must rely on the procedures of DTC and the DTCParticipants to exercise and be entitled to any rights attributable to such ADSs. The Depositary mayissue Uncertificated ADSs subject, however, to the terms and conditions of Section 2.13 of the DepositAgreement. (2)Surrender of ADSs and Withdrawal of Deposited Securities.The Holder ofthis ADR (and of the ADSs evidenced hereby) shall be entitled to Delivery (at the Custodian’sdesignated office) of the Deposited Securities at the time represented by the ADSs evidenced herebyupon satisfaction of each of the following conditions: (i) the Holder (or a duly- authorized attorney ofthe Holder) has duly Delivered ADSs to the Depositary at its Principal Office the ADSs evidencedhereby (and