【文章內(nèi)容簡(jiǎn)介】 ubsidiaries means the PRC 【 】 and [●], each a limited liability pany established under the laws of the PRC.Closing shall bear the meaning as ascribed to it in the Share Purchase Agreement.Common Share means a mon share in the capital of the Company with a par value of US$[●] each.Company means [【】].Debenture means debenture stock, mortgages, bonds and any other such securities of the Company whether constituting a charge on the assets of the Company or not.Directors means the directors for the time being of the Company.Dividend includes bonuses and interim dividends.Founder means [【 】 ] Member shall bear the meaning as ascribed to it in the Statute.Memorandum of Association means the Memorandum of Association of the Company, as amended and restated from time to time.Month means calendar month.paidup means paidup and/or credited as paidup.PRC means, for the purpose of these Articles, the Peoples39。 Republic of China, excluding Hong Kong Special Administrative 7 / 98Region, Macau Special Administrative Region and the Islands of Taiwan.PRC 【】 Dalian 【】 Computer Technology Co. Ltd. (大連【】計(jì)算機(jī)技術(shù)有限公司), a whollyforeign owned enterprise established by the Company under the laws of the PRC.Preferred Shares means the Series A Preferred Shares and other preferred shares, if any, that may be duly created and issued from time to time.Qualified IPO means a firm mitment public offering of Common Shares on an internationally recognized securities exchange, including without limitation, in Japan, Hong Kong or the United States (registered under the Securities Act) with a minimum market capitalization of US$160 million.Registered office means the registered office for the time being of the Company.Seal means the mon seal of the Company and includes every duplicate seal.Secretary includes an Assistant Secretary and any person appointed to perform the duties of Secretary of the Company.Securities Act means the Securities Act of 1933, as amended, of the United States of America.Series A Original Issue Date means the date of the first sale and issuance of Series A Preferred Shares.Series A Original Issue Price means the price per share of US$[●] at which the Series A Preferred Shares were issued on the Series A Original Issue Date, subject to adjustments made for share splits, share subdivision, share bination and the like.8 / 98Series A Preferred Share mean a series A preferred share in the capital of the Company with a nominal or per share par value of US$[] having the rights set out in these Articles.Share Premium Account means the account of the Company which the Company is required by the Statute to maintain, to which all premiums over nominal or par value received by the Company in respect of issues of shares from time to time are credited.Share Purchase Agreement means that certain Series A Preferred Shares Purchase Agreement entered into or to be entered into among the Company, the PRC 【】, the Founder, and certain investors and certain shareholders of the Founder for the sale and issuance of Series A Preferred Shares on the Series A Original Issue Date.Special Resolution means a Members resolution expressed to be a special resolution and passed either (i) as a unanimous written resolution signed by all Members entitled to vote or (ii) at a meeting by Members holding a majority of not less than 75% of all Common Shares then outstanding, calculated on a fully converted basis, including holders of at least a majority of the then outstanding Series A Preferred Shares as a single class (which Members, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given).Statute means the Companies Law (2022 Revised) of the Cayman Islands as amended and 9 / 98every statutory modification or reenactment thereof for the time being in force.Subsidiary means, with respect to any subject entity (the subject entity), (i) any pany, partnership or other entity (x) more than 50% of whose shares or other interests entitled to vote in the election of directors or (y) more than a 50% interest whose in the profits or capital of such entity are owned or controlled directly or indirectly by the subject entity or through one or more Subsidiaries of the subject entity, (ii) any entity whose assets, or portions thereof, are consolidated with the earnings of the subject entity and are recorded on the books of the subject entity for financial reporting purposes in accordance with the International Accounted Standards (IAS), (iii) any entity with respect to which the subject entity has the power to otherwise direct the business and policies of that entity directly or indirectly through another Subsidiary. Notwithstanding the above, as applied to the Company, the term Subsidiary includes, without limitation, the China Subsidiaries, [【】.] (the Japan Subsidiary), and [Japan Corporation (【】)], and any of their respective Subsidiaries, if any. written and in writing include all modes of representing or reproducing words in visible form.“關(guān)聯(lián)方” 指在 144 規(guī)則的范圍內(nèi)，就特定實(shí)體而言，控制該特定實(shí)體，或被該特定實(shí)體控制，或與該特定實(shí)體處于他人共同控制下的任何公司、組織或其他實(shí)體。“章程” 指最初制定的并經(jīng)特別決議不時(shí)修改的本章程。10 / 98“審計(jì)師” 指擔(dān)任公司審計(jì)職責(zé)的人士?！岸聲?huì)” 指董事會(huì)?！爸袊?guó)子公司 ” 指中國(guó)【】以及[],均為依據(jù)中國(guó)法律設(shè)立的有限責(zé)任公司?！敖桓睢?與股份購(gòu)買協(xié)議中所述意思相同。“普通股” 指公司股本中的普通股，每股面值[]美元。“公司” 指[【】 開(kāi)曼公司] ?！皞?指信用債券、抵押、保證金和公司其他任何該等證券，無(wú)論是否構(gòu)成對(duì)公司資產(chǎn)的索償?！岸隆?指公司不時(shí)的董事。“創(chuàng)始人公司 ” 指[【】 BVI 公司] 。“股東” 與法令中所述含義相同。“公司大綱” 指公司不時(shí)修訂及重述的章程大綱?！霸隆?指公歷月?！耙迅丁?指已經(jīng)支付和/或帳面顯示已經(jīng)支付?！爸袊?guó)” 為本章程之目的，指中華人民共和國(guó)，香港特別行政區(qū)、澳門特別行政區(qū)和臺(tái)灣除外?！爸袊?guó)【】” 指大連【】計(jì)算機(jī)技術(shù)有限公司，一家11 / 98依據(jù)中國(guó)法律設(shè)立的外商獨(dú)資公司?！皟?yōu)先股” 指公司不時(shí)適當(dāng)發(fā)行的 A 系列優(yōu)先股以及其他優(yōu)先股（如有）?！昂?