SOLAI Ltd ADR美国存托凭证招股说明书(2025-10-20版)

Filed pursuant to Rule 424(b)(3)Registration Statement on Form F-6Registration No.:333-267548 CUSIP __________ISIN __________ American Depositary Shares (EachAmerican Depositary Sharerepresenting 100Fully Paid Ordinary Shares) [FORM OF FACE OF RECEIPT] AMERICAN DEPOSITARY RECEIPT for AMERICAN DEPOSITARY SHARES representing DEPOSITED ORDINARY SHARES of SOLAI LIMITED (Incorporated under the laws of the Cayman Islands) DEUTSCHE BANK TRUST COMPANY AMERICAS, as depositary (herein called the “Depositary”), hereby certifies that________________ is the owner of ______________ American Depositary Shares (hereinafter “ADS”), representing depositedordinary shares, each of Par Value of $0.00005 including evidence of rights to receive such ordinary shares (the “Shares”) of SOLAILimited, a company incorporated under the laws of the Cayman Islands (the “Company”). As of the date of the Deposit Agreement(hereinafter referred to), each ADS represents 100 Shares deposited under the Deposit Agreement with the Custodian which at the dateof execution of the Deposit Agreement is Deutsche Bank AG, Hong Kong Branch (the “Custodian”). The ratio of Depositary Sharesto shares of stock is subject to subsequent amendment as provided in Article IV of the Deposit Agreement.The Depositary’sCorporate Trust Office is located at 1 Columbus Circle, New York, New York 10019, U.S.A. (1)The Deposit Agreement.This American Depositary Receipt is one of an issue of American Depositary Receipts(“Receipts”), all issued or to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of November 21,2013 (as amended from time to time, the “Deposit Agreement”), by and among the Company, the Depositary, and all Holders andBeneficial Owners from time to time of Receipts issued thereunder, each of whom by accepting a Receipt agrees to become a partythereto and becomes bound by all the terms and conditions thereof. The Deposit Agreement sets forth the rights and obligations ofHolders and Beneficial Owners of Receipts and the rights and duties of the Depositary in respect of the Shares deposited thereunderand any and all other securities, property and cash from time to time, received in respect of such Shares and held thereunder (suchShares, other securities, property and cash are herein called “Deposited Securities”). Copies of the Deposit Agreement are on file atthe Corporate Trust Office of the Depositary and the Custodian. Each owner and each Beneficial Owner, upon acceptance of any ADSs (or any interest therein) issued in accordance with the termsand conditions of the Deposit Agreement, shall be deemed for all purposes to (a) be a party to and bound by the terms of the DepositAgreement and applicable ADR(s), and (b) appoint the Depositary its attorney-in-fact, with full power to delegate, to act on its behalfand to take any and all actions contemplated in the Deposit Agreement and the applicable ADR(s), to adopt any and all proceduresnecessary to comply with applicable 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 taking of such actions to be theconclusive determinant of the necessity and appropriateness thereof. The statements made on the face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and theMemorandum and Articles of Association (as in effect on the date of the Deposit Agreement) and are qualified by and subject to thedetailed provisions of the Deposit Agreement, to which reference is hereby made. All capitalized terms used herein which are nototherwise defined herein shall have the meanings ascribed thereto in the Deposit Agreement. The Depositary makes no representationor warranty as to the validity or worth of the Deposited Securities.The Depositary has made arrangements for the acceptance of theAmerican Depositary Shares into DTC.Each Beneficial Owner of American Depositary Shares held through DTC must rely on theprocedures of DTC and the DTC Participants to exercise and be entitled to any rights attributable to such American DepositaryShares.The Receipt evidencing the American Depositary Shares held through DTC will be registered in the name of a nominee ofDTC.So long as the American Depositary Shares are held through DTC or unless otherwise required by law, ownership of beneficialinterests in the Receipt registered in the name of DTC (or its nominee) will be shown on, and transfers of such ownership will beeffected only through, records maintained by (i) DTC (or its nominee), or (ii) DTC Participants (or their nominees). (2)Surrender of Receipts and Withdrawal of Deposited Securities.Upon surrender, at the Corporate Trust Office of theDepositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited Securities represented thereby, andupon payment of (i) the charges of the Depositary for the makin