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新桥生物美股招股说明书(2025-10-30版)

2025-10-30美股招股说明书G***
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新桥生物美股招股说明书(2025-10-30版)

American Depositary Shares (each ten (10)American Depositary Shares represent theright to receive twenty-three (23) fully paidordinary shares) AMERICAN DEPOSITARY RECEIPT for AMERICAN DEPOSITARY SHARES representing DEPOSITED ORDINARY SHARES of NOVABRIDGE BIOSCIENCES CITIBANK, N.A., a national banking association organized and existing under the laws of the United States of America, asdepositary (the “Depositary”), hereby certifies that _____________is the owner of ______________ American Depositary Shares(hereinafter “ADS”) representing deposited ordinary shares, including evidence of rights to receive such ordinary shares (the“Shares”), of NovaBridge Biosciences (formerly known as “I-Mab”), an exempted company incorporated in the Cayman Islands, andits successors (the “Company”). As of the date of issuance of this ADR, each ten (10) ADSs represent the right to receive twenty-three(23) Shares deposited under the Deposit Agreement (as hereinafter defined) with the Custodian, which at the date of issuance of thisADR is Citibank, N.A. - Hong Kong (the “Custodian”). The ADS(s)-to-Share(s) ratio is subject to amendment as provided in ArticlesIV and VI of the Deposit Agreement. The Depositary’s Principal Office is located at 388 Greenwich Street, New York, New York10013, 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 January 22, 2020(as amended and supplemented from time to time, the “Deposit Agreement”), by and among the Company, the Depositary, and allHolders and Beneficial Owners from time to time of ADSs issued thereunder. The Deposit Agreement sets forth the rights andobligations of Holders and Beneficial Owners of ADSs and the rights and duties of the Depositary in respect of the Shares depositedthereunder and any and all other 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 of the Depositary and with theCustodian. Each Holder and each Beneficial Owner, upon acceptance of any ADSs (or any interest therein) issued in accordance withthe terms and conditions of the Deposit Agreement, shall be deemed for all purposes to (a) be a party to and bound by the terms of theDeposit Agreement and the applicable ADR(s), and (b) appoint the Depositary its attorney-in-fact, with full power to delegate, to acton its behalf and to take any and all actions contemplated in the Deposit Agreement and the applicable ADR(s), to adopt any and allprocedures necessary to comply with applicable law and to take such action as the Depositary in its sole discretion may deemnecessary or appropriate to carry out the purposes of the Deposit Agreement and the applicable ADR(s), the taking of such actions tobe the conclusive determinant of the necessity and appropriateness thereof. The manner 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 are made 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 provisions of the Deposit Agreement andthe Articles of Association of the Company (as in effect on the date of the signing of the Deposit Agreement) and are qualified by andsubject to the detailed provisions of the Deposit Agreement and the Articles of Association of the Company, 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. The Depositary hasmade arrangements for the acceptance of the ADSs into DTC. Each Beneficial Owner of ADSs held through DTC must rely on theprocedures of DTC and the DTC Participants 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 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 ADSs 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