童程童美美股招股说明书(2025-10-10版)

American Depositary Shares (eachAmerican Depositary Sharerepresenting the right to receive twohundred and fifty (250) fully paidClassA ordinary shares) AMERICAN DEPOSITARY RECEIPT FOR AMERICAN DEPOSITARY SHARES representing DEPOSITED ORDINARY SHARES of VisionSys AI Inc (Incorporated under the laws of the Cayman Islands) CITIBANK, N.A., a national banking association organized and existing under the laws of the United States ofAmerica, as depositary (the “Depositary”), hereby certifies that _____________is the owner of ______________ AmericanDepositary Shares (hereinafter “ADS”) representing deposited ClassA ordinary shares, including evidence of rights to receive Class Aordinary shares (the “Shares”), of VisionSys AI Inc., a company organized and existing 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 two hundred and fifty (250) Sharesdeposited under the Deposit Agreement (as hereinafter defined) with the Custodian, which at the date of the execution of the DepositAgreement was Citibank, N.A. – Hong Kong (the “Custodian”). The ADS(s)-to-Share ratio is subject to amendment as provided inArticles IV and VI of the Deposit Agreement. The Depositary’s Principal Office is located at 388 Greenwich Street, New York, NewYork 10013, U.S.A. (1)The Deposit Agreement.This American Depositary Receipt is one of an issue of American Depositary Receipts(“ADRs”), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of April 2, 2014, andas amended by Amendment No. 1 to the Deposit Agreement, dated as of December 23, 2021 (as so amended and as further amendedand supplemented from time to time, the “Deposit Agreement”), by and among the Company, the Depositary, and all Holders andBeneficial Owners from time to time of ADSs issued thereunder. The Deposit Agreement sets forth the rights and obligations ofHolders and Beneficial Owners of ADSs and the rights and duties of the Depositary in respect of the Shares deposited thereunder andany and all Deposited Property from time to time received and held on deposit in respect of the ADSs. Copies of the DepositAgreement are on file at the Principal Office of the Depositary and with the Custodian. Each Holder and each Beneficial Owner, uponacceptance of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the Deposit Agreement, shallbe deemed for all purposes to (a) be a party to and bound by the terms of the Deposit Agreement and the applicable ADR(s), and (b)appoint the Depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplatedin the Deposit Agreement and the applicable ADR(s), to adopt any and all procedures necessary to comply with applicable law and totake such action as the Depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of the DepositAgreement and the applicable ADR(s), the taking of such actions to be the conclusive determinant of the necessity and appropriatenessthereof. The statements made on the face and reverse of this ADR are summaries of certain provisions of the DepositAgreement and the Articles of Association of the Company (as in effect on the date of the signing of the Deposit Agreement) and arequalified by and subject to the detailed provisions of the Deposit Agreement and the Articles of Association, to which reference ishereby made. All capitalized terms not defined herein shall have the meanings ascribed thereto in the Deposit Agreement. The Depositary makes no representation or warranty as to the validity or worth of the Deposited Property. TheDepositary has made arrangements for the acceptance of the ADSs into DTC. Each Beneficial Owner of ADSs held through DTC mustrely on the procedures of DTC and the DTC Participants to exercise and be entitled to any rights attributable to such ADSs. TheDepositary may issue Uncertificated ADSs subject, however, to the terms and conditions of Section 2.13 of the Deposit Agreement. (2)Surrender of ADSs and Withdrawal of Deposited Securities.The Holder of this ADR (and of the ADSs evidencedhereby) shall be entitled to Delivery (at the Custodian’s designated office) of the Deposited Securities at the time represented by theADSs evidenced hereby upon satisfaction of each of the following conditions: (i) the Holder (or a duly-authorized attorney of theHolder) has duly Delivered to the Depositary at its Principal Office the ADSs evidenced hereby (and, if applicable, this ADRevidencing such ADSs) for the purpose of withdrawal of the Deposited Securities represented thereby, (ii) if applicable and so requiredby the Depositary, this ADR Delivered to the Depositary for such purpose has been properly endorsed in blank or is accompanied byproper instruments of transfer in blank (including signature guarantees in accordance with standard securit