OPay 向 SEC 递交 F-1 启动纽约上市，但发行价区间、ADS 比例和募资规模均未填写，当前无可交易证券

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F-1
1
d56487df1.htm
FORM F-1
Form F-1
Table of Contents
As filed with the U.S. Securities and Exchange Commission on October 9, 2026.
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
F-1
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
OPay Limited
(Exact Name
of Registrant as Specified in Its Charter)
Not Applicable
(Translation of Registrant’s name into English)
Cayman Islands
6199
Not Applicable
(State or Other Jurisdiction of
Incorporation or Organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
30 Raffles Place, #21-01,
Singapore 048622
+65
66719049
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Cogency Global Inc.
122
East 42nd Street, 18th Floor
New York, NY 10168
(800) 221-0102
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Li He, Esq.
Davis Polk & Wardwell LLP
c/o 18th Floor, The Hong Kong
Club Building
3A Chater
Road, Central
Hong Kong
+852 2533-3300
Yi Gao, Esq.
Simpson Thacher & Bartlett LLP
c/o 35th Floor, ICBC Tower
3 Garden Road, Central
Hong
Kong
+852 2514-7600
Approximate date of commencement of proposed sale to the public
: As soon as practicable after the effective date of this registration
statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the
Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities
Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration
statement shall become effective on such date as the United States Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
†
The term “new or revised financial accounting standard” refers to any update issued by the Financial
Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Table of Contents
The information in this prospectus is not complete and may be changed. We may not sell
these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where
the offer or sale is not permitted.
Subject to Completion
Preliminary Prospectus Dated     , 2026
American Depositary Shares
OPay Limited
Representing      Ordinary Shares
This is an initial public offering of American depositary shares, or ADSs, representing ordinary shares of par value of US$0.000004 each of
OPay Limited. We are offering a total of      ADSs, each representing      of our ordinary shares of par value of US$0.000004 each. The underwriters may also purchase up to
ADSs within 30 days to cover over-allotments, if any.
Prior to this offering, there has been no public market for the ADSs. We
expect the initial public offering price will be between US$      and US$      per ADS. We have applied to list the ADSs representing our ordinary shares on the New York Stock Exchange, or NYSE under
the symbol “OPAY.” The closing of this offering is conditioned upon the final approval from the NYSE of our listing application.
Concurrently with, and subject to, the completion of this offering and the receipt of applicable regulatory approvals, Stanbic Africa Holdings
Limited has agreed to purchase ordinary shares from us. The aggregate subscription price will be the lowest of: (i) US$200,000,000, (ii) the U.S. dollar equivalent of 0.98% of Standard Bank Group Limited’s qualifying regulatory
capital, excluding unappropriated profit, and (iii) the product of (a) 4.99% of the total number of ordinary shares issued and outstanding immediately following the closing of this offering and the concurrent private placement, assuming no
exercise of the underwriters’ over-allotment option, and (b) the price per ordinary share obtained by dividing the final initial public offering price per ADS in this offering by the number of ordinary shares represented by one ADS (the
“Per Share Purchase Price”). For purposes of clause (ii), qualifying regulatory capital shall be determined in accordance with applicable prudential requirements by reference to the amount reported in Standard Bank Group
Limited’s interim financial results for the six months ended June 30, 2026, or, if more recent, its latest quarterly Pillar 3 report or annual or interim financial results available as of the pricing date of this offering. The
relevant amount shall be converted into U.S. dollars using the daily U.S. dollar/South African rand spot exchange rate published on Standard Bank Group Limited’s website on the pricing date of this offering. The aggregate subscription price
shall, if necessary, be rounded down to the nearest whole-number multiple of the Per Share Purchase Price, and the investor shall pay only the amount so determined. The concurrent private placement will be consummated, as a separate transaction, at
the Per Share Purchase Price. Our proposed issuance and sale of ordinary shares to the investor is being made through a private placement pursuant to an exemption from registration with the SEC under Regulation S of the U.S. Securities Act of 1933,
as amended. The private placement investor has agreed not to, directly or indirectly, sell, transfer or dispose of any ordinary shares acquired through the concurrent private placement for a period commencing on the date of closing of the share
subscription agreement in relation to the concurrent private placement and ending 12 months after the date of this prospectus, subject to certain exceptions.
OPay Limited is a Cayman Islands holding company that does not have any substantive business operations by itself. Headquartered in Singapore,
our global operations are primarily conducted through our subsidiaries and, for our business in Indonesia, through contractual arrangements with the registered shareholders of PT Kredit Utama Fintech Indonesia (“KUFI” or the
“VIE”), a locally incorporated and licensed entity. For a summary of these contractual arrangements, see “Our History and Corporate Structure — Contractual Arrangements between the Registered Shareholders of KUFI and
Us.” The contractual arrangements provide us with supervision over, and the ability to receive the economic benefits from, KUFI, but are not equivalent to direct equity ownership. For risks relating to our contractual arrangements with the
registered shareholders of KUFI, see “Risk Factors — Risks Related to Our Corporate Structure.”
As used in this
prospectus, “we,” “us,” “our Company,” “the Company”, “our” or “OPay” refers to OPay Limited and its subsidiaries, and, in the context of describing our consolidated financial
information, business operations and operating data, refers to OPay Limited, its subsidiaries and KUFI.
Neither the United States
Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
We are an “emerging growth company” under the U.S. federal securities laws and will be subject to reduced public company
reporting requirements. See “Summary – Implications of Being an Emerging Growth Company.” Investing in the ADSs involves risks. See “
Risk Factors
” beginning on page 24 of this prospectus.
Per ADS
Total
Public offering price
US$
US$
Underwriting discounts and
commissions
(1)
US$
US$
Proceeds, before expenses, to us
US$
US$
(1)
For a description of the compensation payable to the underwriters, see “Underwriting.”
The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York
on    , 2026.
Citigroup
Deutsche Bank
Standard Bank
CICC
B. Riley Securities
Needham & Company
(in alphabetical order)
The date of this prospectus is      , 2026.
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
TABLE OF CONTENTS
Page
Prospectus Summary
1
Conventions which Apply to This Prospectus
12
The Offering
13
Summary Consolidated Financial Data
18
Risk Factors
24
Cautionary Statement Regarding Forward-Looking Statements
66
Use of Proceeds
67
Dividend Policy
68
Capitalization
69
Dilution
70
Enforceability of Civil Liabilities
72
Our History and Corporate Structure
76
Management’s Discussion and Analysis of Financial Condition and Results
of Operations
81
Industry
105
Business
120
Regulation
159
Management
187
Principal Shareholders
195
Related Party Transactions
198
Description of Share Capital
199
Description of American Depositary Shares
210
Shares Eligible for Future Sale
222
Taxation
224
Underwriting
232
Expenses Relating to This Offering
244
Legal Matters
245
Experts
246
Where You Can Find Additional Information
247
Index to Consolidated Financial Statements
F-1
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or in
any free writing prospectus we may authorize to be delivered or made available to you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the ADSs offered hereby, and only under
circumstances and in jurisdictions where it is lawful to do so. We take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. We and the underwriters have not authorized any other
person to provide you with different or additional information.
Neither we nor any of the underwriters have done anything that would
permit this offering or possession or distribution of this prospectus or any filed free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come
into possession of this prospectus or any free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ADSs and the distribution of this prospectus or any free writing prospectus outside of the
United States. This offering is being made in the United States and elsewhere solely based on the information contained in this prospectus. You should assume that the information appearing in this prospectus is accurate only as of the date on the
front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of the ADSs representing our ordinary shares. Our business, financial condition, results of operations and prospects may have changed since the date on
the front cover of this prospectus.
i
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Until            , 2026 (the
25th day after the date of this prospectus), all dealers that buy, sell or trade the ADSs, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a
prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
ii
Table of Contents
PROSPECTUS SUMMARY
The following summary highlights selected information contained in greater detail elsewhere in this prospectus. Therefore, the following
summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements and the related notes appearing elsewhere in this prospectus. In addition to this summary, we urge you to read
the entire prospectus carefully, especially the risks of investing in the ADSs discussed under “Risk Factors,” “Business,” and information contained in “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” before deciding whether to buy the ADSs.
HOW OPAY CHANGES USERS’ FINANCIAL EXPERIENCE
The Reality Before
For many Nigerians,
earning money is not easy. People work hard for every Naira. In cities like Lagos, long commutes, unreliable cash access, and the pressure to move quickly make everyday payments harder than they should be. Eric Chigozie Anyim, a Lagos-based
accountant, describes how simple tasks like paying for transport or settling expenses can slow down his day.
Why OPay Felt Different
“OPay simplifies these everyday moments. Instead of relying on cash or juggling multiple ways to pay, I pay for services, send money, and
receive payments through one app. My job depends on accuracy and organization. Being able to track transactions and manage expenses in real time helps me stay focused.”
The Moment Everything Changed
Millions
of consumers and merchants use OPay for everyday transactions. Each has a different story. “Using OPay removed minor, constant hassles from my daily routine. I can make payments quickly and track expenses easily. I no longer need to go to the
bank to send money to my family or pay bills. Paying for things used to take extra effort, now it’s a seamless daily routine.”
OUR
BUSINESS
OPay is a digital financial platform built for the challenges of emerging markets. We use technology to advance financial
inclusion, empowering millions of consumers and businesses with fast, reliable and secure financial services.
OPay was the No. 1
finance app with a 9.9% market share in Africa and Middle East based on MAU in the six months ended June 30, 2026, according to Frost & Sullivan. Over the coming decades, we aspire to become a leading national payment app in more countries
across Africa, serving billions of users and millions of merchants, while creating jobs and economic opportunity.
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Our 9.9% market share in Africa and Middle East is measured by MAU in the six months ended
June 30, 2026. We believe this supports our leading market position in the app-based fintech sector because active user penetration is a relevant indicator of user reach, engagement and competitive scale for mobile application-based financial
service providers.
Since launching in Nigeria, we have pioneered seamless digital payments to become the country’s leading digital
financial platform. We have built an integrated suite of solutions to serve the financial needs of consumers and merchants.
In addition
to Nigeria, we operate in Indonesia, Egypt and Pakistan. In Indonesia, our current business is focused on loan facilitation. In Egypt, we currently provide merchant acquiring services, supported by partnerships with local financial institutions and
are exploring additional licenses to enable further growth in Egypt. In Pakistan, we offer merchant acquiring and consumer wallet services.
The following table sets forth the revenue attributable to the principal geographic markets for the periods indicated. While most of our
revenues were generated from Nigeria, we experienced increases in each of our markets due to the growth of revenue from transaction-based services and loan businesses, which, in turn, was primarily linked to the increases in user bases and the
overall transaction volume enabled on our OPay platform.
For the Year Ended December 31,
For the Six Months Ended June 30,
2024
2025
2025
2026
Revenue (in
US$ thousand)
% of Total
Revenue
Revenue (in
US$ thousand)
% of Total
Revenue
Revenue (in
US$ thousand)
% of Total
Revenue
Revenue (in
US$ thousand)
% of Total
Revenue
(unaudited)
Nigeria
156,434
76.0
%
472,556
88.1
%
173,203
87.7
%
417,610
89.5
%
Indonesia
40,133
19.5
%
52,846
9.9
%
19,315
9.8
%
41,741
8.9
%
Egypt
7,234
3.5
%
8,840
1.6
%
3,977
2.0
%
5,291
1.1
%
Others
1,930
1.0
%
2,009
0.4
%
982
0.5
%
2,418
0.5
%
Total
205,731
100.0
%
536,251
100.0
%
197,477
100.0
%
467,060
100.0
%
Where We Are From
The
Challenge of Financial Infrastructure in Emerging Markets
Despite rapid economic expansion and growing population, many emerging
markets continue to face challenges due to underdeveloped financial infrastructure. Traditional banking systems often fail to meet the needs of the broader population due to limited branch coverage and barriers such as geographical isolation,
economic disparity. This gap leaves hundreds of millions of unbanked or underbanked consumers and businesses unable to access even basic financial services.
Africa serves as a key example of these challenges. According to Frost & Sullivan, the continent, which is home to more than a
quarter of the global population, faces significant hurdles in financial infrastructure, including:
•
44% of adults do not have a bank account, compared with the global average of 21%;
•
five bank branches per 100,000 people in Africa compared to the global average of 12; and
•
10 to 15 times lower credit card penetration than in developed markets.
These figures underscore the persistent gap in financial access. The situation is further exacerbated by emerging markets realities, such as
intermittent network connectivity, widespread use of legacy mobile devices, limited digital literacy, and high sensitivity to data costs. This reinforces the need for innovative,
technology-driven
solutions
tailored to regional constraints.
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The Digital Transformation and Growth in Emerging Markets
Many emerging markets worldwide have undergone a fundamental transformation in delivery and consumption of financial services. This
transformation is driven by structural forces such as rapidly expanding youth population, rising urbanization, accelerating digitization of commerce, and continued advancement of technologies like AI. Africa is now the fastest-growing continent by
population, with a median age of just 19.2. Mobile internet penetration is expected to reach 67.4% by 2030, according to Frost & Sullivan. This unlocks unprecedented opportunities for inclusive growth.
Notably, fintech players have emerged as powerful enablers of financial inclusion. In regions like China, India, Southeast Asia and Latin
America, fintech platforms have transformed how people save, spend, and invest. These platforms democratized access to financial services and fueled broader economic growth. Their success stories highlight the potential of scalable, tech-driven
platforms to leapfrog traditional banks.
OPay’s Unique Position in the Market
As digital transformation deepens and infrastructure layers mature across emerging economies, digital finance is evolving from a peripheral
service into a foundational component of economic infrastructure. This shift is reshaping how billions of individuals manage their financial lives.
OPay is uniquely positioned to capture this opportunity. As a comprehensive fintech platform integrating payments, savings, credit and
lifestyle solutions, OPay reimagines financial access through mobile-native, data-driven solutions designed to serve users across all socioeconomic segments. Our approach is rooted in practicality and accessibility.
•
Reliable in
low-connectivity
environments.
OPay
keeps core services running even when network signals drop, ensuring that essential financial tools remain within reach for anyone with a basic mobile phone.
•
Optimized for entry-level devices.
Our lightweight, efficiency-focused design minimizes data
consumption and guarantees smooth user experiences across a wide range of device types.
•
Intelligent and secure.
Real-time risk analytics protect users and support responsible, data-driven
credit decisions, even in markets where formal data sources are limited.
By meeting customers where they are, we turn
challenges into opportunities, making universal digital finance locally accessible and closing the financial inclusion gap. We are expanding in emerging markets from payments into broader financial and lifestyle service offerings, seeking to build
more comprehensive user ecosystems and support long-term value creation.
What We Provide
We offer a comprehensive suite of integrated fintech solutions through our digital platform, which serves as the backbone of our digital
financial ecosystem for consumers, merchants and other partners.
Consumer Services
Our Consumer Services are designed to address the daily needs of individuals, offering everything from digital payments to savings through one
integrated platform. Consumer Services revenue primarily comes from transaction-related fees, including payment-related fees and commissions generated from digital wallet services, online and offline cashless payments, card-related services, bill
payment services. Savings Products generate
3
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revenue through interest and investment income earned on customer balances placed into treasury bills,
AMC-managed
products, and similar instruments, net
of returns paid to customers.
•
Consumer Wallet.
Our consumer wallet forms the foundation of our consumer offering, enabling users
to store value, transfer funds and manage balances through a single mobile-first experience.
•
Cashless Payments.
We enable both wallet-based and card-based cashless payments in online and
offline settings, including “Pay with OPay,” our integrated checkout experience available on participating merchant websites.
•
Services
& Bill Payments.
We simplify daily transactions by
enabling users to manage their bill payments and access a variety of services directly through their OPay app.
•
OPay Marketplace (Mini-app Storefront)
.
We provide in-app experiences through
mini-app storefronts, where users can browse, initiate transactions, and complete payments directly in the OPay app.
•
Savings
.
Our savings products provide users with tools to grow their
money and maintain control over their financial goals.
Merchant Services
We enable businesses to operate more efficiently through a comprehensive suite of Merchant Services. Merchant Services revenue is derived
mainly from transaction-related fees, including acquiring transactions for merchants such as online and offline payment acceptance, and performance-based marketing fees from the OPay Marketplace mini-app storefronts, as well as POS and related
service charges.
•
Merchant Acquiring.
We enable businesses to accept customer payments across multiple channels and
payment methods, including through our mobile app and POS devices for in-person transactions, and through our mobile app or our “Pay with OPay” payment gateway solution for remote or online transactions. Our platform is designed for
fast, reliable, and secure payment processing, allowing merchants to focus on growing their businesses.
•
Business Solutions.
Beyond payment acceptance, we offer merchants a suite of tools to enhance
customer engagement and optimize operations. From marketing and promotional support to business management features, we help businesses increase conversion rates and improve performance. Our API integrations increase efficiency by integrating with
existing systems and allow partners to tap into our broad user base, expanding their market reach.
Credit Services
We offer a broad range of credit products designed for individuals as well as micro, small and
medium-sized
businesses. Using an algorithmic credit and risk management system, we customize loan terms based on proprietary data and platform history. Our fully digital onboarding and flexible product
structures support financial inclusion for underserved populations and enable access to working capital for business expansion. We generate revenue from Credit Services primarily through interest income on self-operated loans and service fees from
loan facilitation.
What We Have Achieved
Below are selected highlights of our achievements.
•
Market leadership and user reach.
OPay was the No. 1 finance app with a 9.9%
market share in Africa and Middle East, based on MAU in the six months ended June 30, 2026, and also the No. 2 app across all categories in Nigeria, based on DAU as of July 31, 2026, according to Frost & Sullivan.
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•
Transaction scale and platform throughput.
We processed
90.1 billion transactions, representing US$558 billion GTV for the 12 months ending June 30, 2026. During the first half of 2026, our GTV grew 143% compared to the first half of 2025.
•
User base growth and engagement depth
.
We have the strongest engagement levels in the
African fintech industry, according to Frost & Sullivan, with 54% of MAU also qualifying as DAU as of July 31, 2026. OPay had 50.1 million and 26.8 million MAU and DAU as of that date. MAU has tripled since reaching 16.6 million in the
first quarter of 2024.
•
Credit business expansion
.
Our loan origination volume in Nigeria reached
US$1.56 billion during the last 12 months ending June 30, 2026, with loan volume growing 204% during the first half of 2026 compared to the first half of 2025. We had 6.7 million total quarterly unique borrowers in Nigeria in the second
quarter of 2026, which is more than 7 times the number of unique borrowers we had in the first quarter of 2024.
•
Industry recognition and regulatory acknowledgment
.
We received multiple industry
recognitions, including “Most Innovative Fintech of the Year” from Vanguard News in 2025 and “Fintech Company of the Year 2024” from Leadership Newspapers. In 2024, the CBN awarded us the “IFIC Award for Financial
Inclusion Innovation,” recognizing our contribution to expanding digital financial access across underserved segments.
Our
Competitive Strengths
We believe that the following competitive strengths contribute to our success and differentiate ourselves from
our competitors:
•
Technology Built to Empower People;
•
Leading App-based Fintech in Africa;
•
Self-reinforcing Ecosystem;
•
Trust at Scale;
•
Data Advantage; and
•
Experienced Team Built to Execute.
Our Growth Strategies
We aim to solidify
our leadership and capture long-term growth opportunities by pursuing a set of focused, mutually reinforcing strategies:
•
Build on Our Scalable Technology Foundation;
•
Deepen Penetration in Our Core Market;
•
Expand Strategically in New Markets with Discipline;
•
Broaden Our Product Offering and Increase Engagement;
•
Strengthen Our Merchant Ecosystem and Distribution Network;
•
Develop Our In-App Marketplace; and
•
Pursue Selective Partnerships, Acquisitions and Investments.
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Summary of Risk Factors
An investment in the ADSs involves significant risks. OPay Limited is a Cayman Islands holding company that conducts all of its operations
through its subsidiaries and the VIE through contractual arrangements. As a result, investors will not hold direct investments in the operating subsidiaries. Such structure involves unique risks to investors in the ADSs. Investors in the ADSs are
not purchasing equity securities of our subsidiaries or the VIE that have substantive business operations but instead are purchasing equity securities of a Cayman Islands holding company.
You should consider carefully all of the information in this prospectus, including the risks and uncertainties described below, before making
an investment in the ADSs. You may find a full discussion of these summary risk factors in the section headed “Risk Factors” under the same subheadings.
Risks Related to Our Business and Operations
•
We face intense and increasing competition in the fintech industry, and if we do not compete effectively, our
competitive position and business results could be negatively impacted.
•
Disruptions in the operation of our information technology systems and third-party data centers could have an
adverse effect on our business.
•
Demand for our services may decline if we do not continue to innovate or respond to evolving technological or
other changes.
•
We are a rapidly growing company with a relatively limited operating history.
•
We have and may continue to expand operations internationally where we have limited operating experience and may
be subject to increased business, economic and regulatory risks that could adversely impact our financial results.
•
Foreign exchange and interest rate fluctuations could adversely affect our financial condition and results of
operations.
•
Unauthorized disclosure, destruction or modification of data, through cybersecurity breaches, computer viruses or
otherwise or disruption of our services could expose us to liability, protracted and costly litigation and damage our reputation.
•
The collection, processing, use, storage, sharing and transmission of personal data could give rise to
liabilities as a result of relevant laws and regulations, as well as our failure to adhere to the privacy and data security practices that we articulate to our users.
•
If our existing business partners were to cease or limit operations with us or if we are unable to attract and
onboard new partners, our business, financial condition and results of operations could be adversely affected.
•
We are subject to extensive, complex and evolving laws, rules and regulations, which are interpreted and enforced
by various government authorities.
•
Adverse macroeconomic and financial market conditions may negatively affect our business and results of
operations.
Risks Related to Doing Business in Jurisdictions Where We operate
•
We have a present concentration of business in Nigeria.
•
The ability of our subsidiaries to distribute dividends to us may be subject to restrictions under the laws of
their respective jurisdictions.
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•
We hold licenses that result in substantial compliance costs, and our business would be adversely affected if our
licenses are impaired as a result of non-compliance with those requirements.
•
Changes in applicable laws and regulations, as well as changes in government enforcement policies and priorities,
may negatively impact the management of our business, results of operations, ability to offer certain products or the terms and conditions upon which they are offered, and ability to compete.
•
We operate in challenging environments and are subject to anti-money laundering and countering the financing of
terrorism (AML/CFT) laws, economic and trade sanctions regulations, and similar financial crime laws; failure to comply with them and misuse of our services by customers could subject us to significant regulatory, civil, or criminal liability or
lead to additional material adverse consequences to our business operation.
Risks Related to Our Corporate Structure
•
We may cease to benefit from assets and licenses held by our majority-owned entities and/or KUFI that are
critical to the operations of our business, if such majority-owned entities and/or KUFI were to declare bankruptcy or become subject to dissolution or liquidation proceedings.
•
We are a holding company and do not have any material assets other than our equity interests in our
majority-owned entities and KUFI, and any change in our ability to repatriate dividends or other payments could materially adversely affect us.
•
The competent government authorities may determine that our contractual arrangements with the registered
shareholders of KUFI do not comply with applicable laws and regulations.
•
The shareholders of KUFI may have potential conflicts of interest with us.
•
While we have effective supervision over KUFI, we do not currently have beneficial ownership interest in the
equity shares of KUFI. The contractual arrangements with the registered shareholders of KUFI may not be as effective as ownership.
Risks Related to Our ADSs and This Offering
•
An active trading market for our ordinary shares or the ADSs may not develop and the trading price for the ADSs
may fluctuate significantly.
•
We may not pay cash dividends on our ADSs for the foreseeable future.
•
Techniques employed by short sellers may drive down the market price of the ADSs.
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Corporate Structure
The following diagram illustrates our corporate structure, including our significant subsidiaries as that term is defined under
Section 1-02 of
Regulation S-X
under the Securities Act and other entities that are material to our business as of the date of this prospectus. The following
table also sets forth the percentage of ownership of our principal shareholders and public shareholders, with shareholding percentages calculated based on the total of     ordinary shares immediately following the completion of
this offering and the concurrent private placement.
Equity interest
Contractual arrangements, consisting of the Shareholder Loan
Agreements, Pledge of Shares Agreements, Exclusive Option Agreements, Assignment of Proceeds Agreements, Irrevocable Powers of Attorney, and Indemnity Agreements. See “Our History and Corporate Structure — Contractual Arrangements
between the Registered Shareholders of KUFI and Us.”
*
The entities through which we conduct our local operations in the relevant jurisdiction.
Notes:
(1)
OPay Digital Services Pte. Ltd., or OPay Digital Singapore, is a wholly-owned subsidiary of OPay Limited. It is
incorporated under the laws of Singapore and serves as an intermediate holding company within our group.
(2)
OPay Digital Holding Limited, or OPay UAE, is a wholly-owned subsidiary of OPay Digital Singapore. It is
incorporated under the laws of the United Arab Emirates and holds 50.0% of the equity interests in OPay Egypt for E-Payment Services, or OPay Egypt, our indirect wholly-owned subsidiary incorporated in Egypt that is mainly engaged in digital payment
services. Each of OPay Digital Services Limited and Tooyou Services Limited, each a Nigerian subsidiary of OPay Limited, holds 25% of the equity interests in OPay Egypt.
8
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(3)
OPay International Pte. Ltd., or OPay International Singapore, is a wholly-owned subsidiary of OPay Digital
Singapore. It is incorporated under the laws of Singapore and holds 99.99% of the equity interests in Finja (Private) Limited, our operating entity incorporated in Pakistan. One of the directors of Finja (Private) Limited, Aurang Zeb Khan, holds the
remaining one share in Finja (Private) Limited.
(4)
OPay Digital Services Limited, or OPay Digital UK, is a wholly-owned subsidiary of OPay Digital Singapore. It
is incorporated under the laws of England and Wales and holds 99.99% of the equity interests in OPay Microfinance Bank Limited, OPay Digital Services Limited and Soti Payment Limited, each of which is our wholly-owned operating entity in Nigeria.
The remaining one share in OPay Microfinance Bank Limited and OPay Digital Services Limited are held by OPay Digital Services Pte. Ltd., a Singapore subsidiary of OPay Limited. The remaining one share in Soti Payment Limited is held by OPay Digital
Services Limited, a Nigerian subsidiary of OPay Limited.
(5)
PT Kredit Utama Fintech Indonesia, or KUFI, is a locally incorporated and licensed entity in Indonesia.
(6)
We issued 168,664,930 ordinary shares to Bloom Haven Limited, a British Virgin Islands company, to hold such
shares for the purposes of administering our 2026 Equity Incentive Plan pursuant to the trust arrangements established in connection therewith. The shares issued to Bloom Haven Limited are expected to be used to satisfy awards granted under our 2026
Equity Incentive Plan following our initial public offering.
Contractual Arrangements between the Registered Shareholders of KUFI
and Us
Due to regulatory and licensing requirements applicable to financial technology and digital lending businesses in Indonesia, we
conduct certain of our operations in Indonesia through KUFI, a locally incorporated and licensed entity. While we do not directly hold equity interests in KUFI, we operate our businesses in Indonesia under a series of contractual arrangements which
we, through OPay Digital Singapore, entered into with the registered shareholders of KUFI that, taken as a whole, enable us to hold indirect economic interests in KUFI.
Through the contractual arrangements described above, we have a controlling financial interest in KUFI. Accordingly, for accounting purposes,
we treat KUFI as a consolidated entity in our consolidated financial statements. For details, see “Our History and Corporate Structure — Contractual Arrangements between the Registered Shareholders of KUFI and Us.”
Based on the advice of our local counsel in Indonesia, the foregoing contractual arrangements and the relevant corporate structure, currently
in effect and immediately after giving effect to this offering, do not result in any violation of the Indonesian laws or regulations currently in effect, and the contractual arrangements between us and the registered shareholders of KUFI governed by
the relevant local laws, currently in effect and immediately after giving effect to this offering, are valid, binding and enforceable and do not result in any violation of such laws or regulations.
The above advice is given with respect to the laws and regulations of the respective jurisdictions and the prevailing interpretation thereof
as of the date hereof and does not purport to speculate as to future laws or regulations or as to future interpretations of current laws and regulations. Uncertainties in the relevant legal systems could cause the relevant regulatory authorities to
find the current contractual arrangements and businesses to be in violation of any existing or future relevant laws or regulations. In addition, if any of KUFI or its registered shareholders fails to perform its or their obligations under the
contractual arrangements, we may be required to incur substantial costs and expend resources to enforce our rights as the primary beneficiary for accounting purposes under the contracts. See “Risk Factors — Risks Related to Our Corporate
Structure.”
Material Differences Between ADSs and Ordinary Shares
Holders of our ADSs are not treated as holders of our ordinary shares and do not have direct shareholder rights under Cayman Islands law. The
depositary, as the registered holder of the ordinary shares underlying the
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ADSs, will be the party entitled to exercise the rights attached to such ordinary shares. Accordingly, holders of ADSs may exercise voting rights only through the depositary and subject to the
terms of the deposit agreement and the applicable procedures established by the depositary. In addition, any distributions on the underlying ordinary shares, if any, will be made to ADS holders through the depositary, subject to the terms of the
deposit agreement and applicable fees and expenses. As a result, the rights of ADS holders may differ from, and be more limited than, the rights of holders of our ordinary shares. See also “Description of American Deposit Shares.”
Our Corporate Information
Our principal
executive offices are located at 30 Raffles Place, #21-01, Singapore 048622. Our telephone number at this address is +65 66719049. Our registered office in the Cayman Islands is located at the office of Vistra (Cayman) Limited, P. O. Box 31119
Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 - 1205 Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc. located at 122 East 42nd Street, 18th Floor, New York, NY 10168.
Investors should contact us for any inquiries through the address and telephone number of our principal executive office. Our principal
website is https://www.opay.ltd. The information contained on our website is not a part of this prospectus.
Implications of Being an Emerging Growth
Company
As a company with less than US$1.235 billion in revenue for the last fiscal year, we qualify as an “emerging growth
company” pursuant to the Jumpstart Our Business Startups Act of 2012 (as amended by the Fixing America’s Surface Transportation Act of 2015), or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting
and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, in the assessment of the
emerging growth company’s internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private
company is otherwise required to comply with such new or revised accounting standards.
We will remain an emerging growth company until
the earliest of (i) the last day of our fiscal year during which we have total annual gross revenues of at least US$1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of this
offering; (iii) the date on which we have, during the previous three-year period, issued more than US$1.0 billion in
non-convertible
debt; or (iv) the date on which we are deemed to be a
“large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of the ADSs that are held by
non-affiliates
exceeds
US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. We have elected
to take advantage of the extended transition period for complying with new or revised accounting standards and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act. See “Risk Factors — Risks Related to
Our Business and Operations — If we fail to establish and maintain proper and effective internal control over financial reporting, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence
in our financial reporting and the trade price of our ADSs may decline.”
Implications of Being a Foreign Private Issuer
We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt under the Exchange Act from,
among other things, the rules under the Exchange Act requiring the filing of quarterly reports on
Form 10-Q
or current reports on
Form 8-K
with the SEC and the
rules prescribing the
10
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furnishing and content of proxy statements. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly
as U.S. companies whose securities are registered under the Exchange Act. We will be required to file an annual report on
Form 20-F
within four months of the end of each fiscal year and we intend to
publish our results on a quarterly basis. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers.
In addition, as an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation
to corporate governance matters that differ significantly from the NYSE corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the NYSE corporate governance
listing standards.
Recent Development
Proposed
Secondary Listing
We have obtained the approval of our board and shareholders to pursue a secondary listing on the Nigerian Exchange
Limited (“NGX”) following the completion of our primary listing on the NYSE. The proposed secondary listing would be subject to market conditions and compliance with applicable Nigerian legal and regulatory requirements, including, but
not limited to, the Investments and Securities Act, 2025, the Rules and Regulations of the Securities and Exchange Commission of Nigeria (“Nigerian SEC”), 2013, as amended, and the NGX Rulebook; the receipt of all necessary regulatory
and other approvals; and the applicable trading, clearing, settlement, and other operational requirements where applicable.
Strategic Collaboration
with Standard Bank Group
On August 14, 2026, OPay Digital Services Pte. Ltd., our wholly owned subsidiary, entered into a
memorandum of understanding with Stanbic Africa Holdings Limited, a member of Standard Bank Group, to explore a potential strategic collaboration in relation to financial services and technology initiatives (the “Standard Bank
Collaboration”).
The parties intend to evaluate opportunities in African markets involving digital banking and the distribution of
selected Standard Bank Group products and services through OPay’s consumer and merchant platform. Other potential areas of collaboration include merchant acquiring, payments, lending, remittances and the co-development of new products and
services. If implemented, we believe the collaboration could broaden the range of financial products available through OPay platform, deepen consumer and merchant engagement and create additional monetization opportunities across our ecosystem.
OPay’s scalable digital platform and distribution capabilities could, in turn, provide Standard Bank Group with an efficient channel to
reach a broad base of consumers and merchants, including segments underserved by traditional banking channels. More broadly, combining OPay’s consumer and merchant reach, distribution capabilities and technology with Standard Bank
Group’s banking infrastructure, product capabilities, regulatory expertise and local market knowledge could support differentiated financial services offerings and accelerate OPay’s expansion in African markets.
The memorandum of understanding does not obligate either party to implement any particular initiative. Any specific initiatives contemplated
by the memorandum of understanding would be subject to separate definitive agreements and applicable internal and regulatory approvals.
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CONVENTIONS WHICH APPLY TO THIS PROSPECTUS
Unless we indicate otherwise, all information in this prospectus reflects the following:
•
“ADSs” refers to the American depositary shares, each representing      of
our ordinary shares;
•
“CAGR,” also known as compounded annual growth rate, refers to the mean annual growth rate of an
investment over a specified period of time longer than one year;
•
“CBN” refers to the Central Bank of Nigeria;
•
“China” or “PRC” refers to the People’s Republic of China and only in the context
of describing PRC laws, regulations and other legal or tax matters in this prospectus, excludes Hong Kong, Macau and Taiwan;
•
“Daily Active Users” or “DAUs”, when describing our operating metrics, refer to the
number of unique users who transacted on our OPay platform at least once on the last calendar day in a given period;
•
“DAU/MAU ratio” is calculated by dividing the DAUs for a given period by the MAUs for the same
period. This metric measures user engagement and stickiness, indicating how frequently users interact with the platform within a month;
•
“GTV” refers to the total value of all payment, transaction and loan amounts processed through our
platform during a given period, regardless of whether such transactions generate revenue for us;
•
“Indonesia” refers to the Republic of Indonesia;
•
“Indonesian Rupiah” or “IDR” or “Rp” refers to the lawful currency of
Indonesia;
•
“Monthly Active Users” or “MAUs”, when describing our operating metrics, refer to the
number of unique users who transacted on our OPay platform at least once during the last month in a given period;
•
“Nigeria” refers to the Federal Republic of Nigeria;
•
“Nigerian Naira” or “NGN” or “₦” refers to the lawful currency of
Nigeria;
•
“SEC” refers to the U.S. Securities and Exchange Commission;
•
“shares” or “ordinary shares” refers to our ordinary shares of par value of US$0.000004
each;
•
“US$,” or “U.S. dollars” refers to the legal currency of the United States;
•
“U.S. GAAP” refers to the accounting principles generally accepted in the United States; and
•
“we,” “us,” “our Company,” “our,” “the Company”
“the Group” or “OPay” refers to OPay Limited and its subsidiaries and the VIE
This prospectus
contains information derived from various public sources and certain information from an industry report commissioned by us and prepared by Frost & Sullivan, a third-party industry research firm, to provide information regarding our
industry and market position. Such information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained
in these industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the “Risk Factors” section. These and other
factors could cause results to differ materially from those expressed in these publications and reports.
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THE OFFERING
Offering price range
We currently estimate that the initial public offering price will be between US$     and US$     per ADS.
ADSs offered by us
ADSs (or     ADSs if the underwriters exercise their over-allotment option in full).
Concurrent private placements of ordinary shares
Concurrently with, and subject to, the completion of this offering and the receipt of applicable regulatory approvals, Stanbic Africa Holdings Limited has agreed to purchase ordinary shares from us. The aggregate subscription price will be the
lowest of: (i) US$200,000,000, (ii) the U.S. dollar equivalent of 0.98% of Standard Bank Group Limited’s qualifying regulatory capital, excluding unappropriated profit, and (iii) the product of (a) 4.99% of the total number
of ordinary shares issued and outstanding immediately following the closing of this offering and the concurrent private placement, assuming no exercise of the underwriters’ over-allotment option, and (b) the price per ordinary share
obtained by dividing the final initial public offering price per ADS in this offering by the number of ordinary shares represented by one ADS (the “Per Share Purchase Price”). For purposes of clause (ii), qualifying regulatory
capital shall be determined in accordance with applicable prudential requirements by reference to the amount reported in Standard Bank Group Limited’s interim financial results for the six months ended June 30, 2026, or, if more
recent, its latest quarterly Pillar 3 report or annual or interim financial results available as of the pricing date of this offering. The relevant amount shall be converted into U.S. dollars using the daily U.S. dollar/South African rand spot
exchange rate published on Standard Bank Group Limited’s website on the pricing date of this offering. The concurrent private placement will be consummated, as a separate transaction, at the Per Share Purchase Price. Our proposed issuance and
sale of ordinary shares to the investor is being made through a private placement pursuant to an exemption from registration with the SEC under Regulation S of the U.S. Securities Act of 1933, as amended. The private placement investor has
agreed not to, directly or indirectly, sell, transfer or dispose of any ordinary shares acquired through the concurrent private placement for a period commencing on the date of closing of the share subscription agreement in relation to the
concurrent private placement and ending 12 months after the date of this prospectus, subject to certain exceptions. Under the share subscription agreement, the consummation of the concurrent private placement is subject to the completion of
this offering, as well as regulatory approvals to be obtained and completed by the investor. If this offering and applicable regulatory approval process are completed, such private placement will be completed concurrently with or shortly after the
closing of this offering.
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Over-allotment option
We have granted the underwriters the right to purchase up to     additional ADSs from us within 30 days of the date of this prospectus, to cover over-allotments, if any, in connection with the offering.
The ADSs
Each ADS represents     ordinary shares of par value of US$0.000004 each. The depositary will hold the ordinary shares underlying the ADSs. You will have rights as provided in the deposit agreement.
We do not expect to pay dividends in the foreseeable future. If, however, we declare dividends on our ordinary shares, the depositary will pay you the cash dividends and other distributions it receives on our ordinary shares, after deducting its
fees and expenses in accordance with the terms set forth in the deposit agreement.
You may turn in the ADSs to the depositary in exchange for our ordinary shares. The depositary will charge you fees for any exchange.
We may amend or terminate the deposit agreement without your consent. If you continue to hold the ADSs after an amendment to the deposit agreement, you agree to be bound by the deposit agreement as amended.
To better understand the terms of the ADSs, you should carefully read the “Description of American Depositary Shares” section. You should also read the deposit agreement, which is filed as an exhibit to the registration statement
that includes this prospectus.
Ordinary shares
We will issue     ordinary shares represented by the ADSs in this offering (or ordinary shares if the underwriters exercise their option to purchase additional ADSs in full).
All options, regardless of grant dates, will entitle holders to the equivalent number of ordinary shares once the vesting and exercising conditions on such share-based compensation awards are met.
See “Description of Share Capital.”
Ordinary shares issued and outstanding immediately after this offering and concurrent private placement
Ordinary shares of par value of US$0.000004 each (or     Ordinary shares if the underwriters exercise their option to purchase additional ADSs in full).
ADSs issued and outstanding immediately after this offering
ADSs, comprised of     ADSs to be offered in this offering, or     ADSs if the underwriters exercise their option to purchase additional ADSs in full.
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Listing
We have applied to list the ADSs representing our ordinary shares on the NYSE under the symbol “OPAY”.
Use of proceeds
Based on the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus, we estimate that the net proceeds to us will comprise (i) approximately US$    from this offering
(or approximately US$    , if the underwriters exercise their option to purchase additional ADSs in full), after deducting underwriting discounts and commissions and the estimated offering expenses payable by us, and
(ii) approximately US$     from the concurrent private placement.
We intend to use the net proceeds from the offering and the concurrent private placement for general corporate purposes, including to fund growth initiatives such as investments in technology, distribution, new solutions, market expansion and
for potential acquisitions or strategic investments. See “Use of Proceeds.”
[Lock-up
We, our directors, executive officers, existing shareholders and concurrent private placement investor have agreed with the underwriters, subject to certain exceptions, not to offer, sell, or dispose of any shares of our share capital or
securities convertible into or exchangeable or exercisable for any shares of our share capital during the
365-day
period following the date of this prospectus. See “Shares Eligible for Future Sale”
and “Underwriting” for more information.]
Payment and settlement
The underwriters expect to deliver the ADSs against payment therefor through the facilities of The Depository Trust Company on     , 2026.
Depositary
Citibank, N.A.
[Directed share program
At our request, the underwriters have reserved up to    % of the ADSs being offered by this prospectus (assuming exercise in full by the underwriters of their option to purchase additional ADSs) for sale at the offering
price to certain of our directors, executive officers, employees, business associates and members of their families.]
Taxation
For certain tax considerations in relevant jurisdictions with respect to the ownership and disposition of the ADSs or ordinary shares, see “Taxation.”
Risk Factors
See “Risk Factors” and other information included in this prospectus for discussions of the risks relating to investing in the ADSs. You should carefully consider these risks before deciding to invest in the ADSs.
Unless otherwise indicated, all information contained in this prospectus assumes no exercise of the option granted to the underwriters to
purchase up to    additional ADSs to cover over-allotments, if any, in connection with the offering.
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Unless otherwise indicated, the number of ordinary shares that will be issued and
outstanding immediately after this offering and the concurrent private placements:
•
is based upon 1,855,314,234 ordinary shares outstanding as of the date of this prospectus;
•
includes      ordinary shares in the form of ADSs that we will issue and sell in this
offering, assuming the underwriters do not exercise their option to purchase additional ADSs;
•
includes      ordinary shares to be issued in the concurrent private placements, assuming
an initial public offering price of US$     per ADS, the mid-point of the estimated range of the initial public offering price;
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SUMMARY CONSOLIDATED FINANCIAL DATA
The following summary consolidated statements of net (loss) income data and summary consolidated cash flow statements for the years ended
December 31, 2024 and 2025, and the summary consolidated balance sheets data as of December 31, 2024 and 2025, have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The following
consolidated statements of operations and summary consolidated cash flow statements for the six months ended June 30, 2025 and 2026, and the summary consolidated balance sheet data as of June 30, 2026, have been derived from our unaudited interim
condensed consolidated financial statements included elsewhere in this prospectus. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements.
You should read this “Summary Consolidated Financial Data” section together with our consolidated financial statements and the
related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with
accounting principles generally accepted in the United States of America, or U.S. GAAP. Our historical results are not necessarily indicative of results expected for future periods.
Summary Consolidated Statements of Net (loss) income Data
The following table presents our summary consolidated statements of net (loss) income data for the periods indicated.
$
$
$
$
For the Year Ended
December 31,
For the Six Months Ended
June 30,
2024
2025
2025
2026
US$
US$
US$
US$
(in thousands)
(unaudited)
Revenues
Transaction-based services
79,190
167,262
69,852
130,554
Loan financing services
71,536
260,251
88,148
236,115
Loan facilitation services
39,189
50,579
18,100
41,567
Interest income from short-term investments
9,200
47,256
17,072
50,593
Others
6,616
10,903
4,305
8,231
Total revenues
205,731
536,251
197,477
467,060
Operating expenses
Transaction-based expenses
(17,989
)
(14,348
)
(7,272
)
(7,296
)
Provision for expected credit loss
(24,830
)
(121,294
)
(38,137
)
(118,355
)
Interest and financial expenses
(6,192
)
(21,477
)
(7,394
)
(19,352
)
Technology and development expenses
(79,603
)
(95,147
)
(37,777
)
(56,835
)
Selling and marketing expenses
(43,361
)
(96,609
)
(38,441
)
(78,676
)
General and administrative expenses
(26,084
)
(26,640
)
(8,766
)
(19,624
)
Customer support and operations
(16,740
)
(27,480
)
(14,312
)
(15,192
)
Depreciation and amortization
(16,551
)
(4,463
)
(2,921
)
(1,018
)
Hardware cost
(9,576
)
(21,693
)
(6,659
)
(19,475
)
Others
93
—
—
—
Total operating expenses
(240,833
)
(429,151
)
(161,679
)
(335,823
)
Operating (loss) income
(35,102
)
107,100
35,798
131,237
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$
$
$
$
For the Year Ended
December 31,
For the Six Months Ended
June 30,
2024
2025
2025
2026
US$
US$
US$
US$
(in thousands)
(unaudited)
Interest income
4,931
4,099
1,807
3,203
Interest expense
(1,867
)
(1,988
)
(1,249
)
(549
)
Foreign exchange (loss) gain, net
(14,278
)
3,338
(565
)
548
Others, net
(729
)
(1,756
)
25
63
(Loss) income before income taxes
(47,045
)
110,793
35,816
134,502
Income tax expense
(3,782
)
(38,323
)
(14,102
)
(43,628
)
Net (loss) income
(50,827
)
72,470
21,714
90,874
Less: Net income attributable to
non-controlling
interests
150
—
—
—
Net (loss) income attributable to OPay Limited
(50,977
)
72,470
21,714
90,874
Accretion of preferred shares
(53,096
)
(89,471
)
(27,592
)
(29,908
)
Net (loss) income attributable to ordinary shareholder of the Company
(104,073
)
(17,001
)
(5,878
)
60,966
Net (loss) income per share attributable to ordinary shareholders:
Basic and diluted
(0.21
)
(0.03
)
(0.01
)
0.01
Weighted average number of ordinary shares used in calculating net (loss) income per
share:
Basic and diluted
498,722,353
498,722,353
498,722,353
498,722,353
Pro forma net income per share attributable to ordinary shareholders:
(1)
Basic and diluted (unaudited)
0.04
0.05
Pro forma weighted-average ordinary shares outstanding:
(1)
Basic and diluted (unaudited)
1,686,649,304
1,686,649,304
Note:
(1)
A reconciliation of net (loss) income attributable to ordinary shareholders in the consolidated statements of
comprehensive (loss) income to the numerator for the computation of pro forma basic and diluted net income per share is as follows:
For the Year Ended
December 31,
For the Six Months Ended
June 30,
2025
2026
US$
US$
(in thousands)
(unaudited)
Net (loss) income attributable to the ordinary shareholders
(17,001
)
60,966
Add: Accretion of preferred shares
89,471
29,908
Numerator used for pro forma basic and diluted net income per share computation
72,470
90,874
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A reconciliation of issued and outstanding ordinary shares presented in the consolidated
balance sheets to the denominator for the computation of pro forma basic and diluted net income per share is as follows:
For the Year Ended
December 31,
For the Six Months
Ended June 30,
2025
2026
(unaudited)
The number of issued and outstanding ordinary shares
498,722,353
498,722,353
Add: Automatic conversion or redesignation of preferred shares(i)
1,187,926,951
1,187,926,951
Denominator used for pro forma basic and diluted net income per share computation
1,686,649,304
1,686,649,304
Note:
(i)
Represents the automatic conversion or redesignation of all issued preferred shares on a
one-for-one
basis, immediately prior to the completion of this offering.
Summary Consolidated Balance Sheets
The
following table presents our summary consolidated balance sheets as of the dates indicated.
As of December 31,
As of June 30,
2024
2025
2026
US$
US$
US$
(in thousands)
ASSETS
(unaudited)
Current assets
Cash and cash equivalents
104,790
274,317
385,771
Restricted cash
2,146
1,915
1,993
Short-term investments
131,354
410,446
532,939
Funds receivable and customer accounts
342,324
344,226
394,594
Accounts receivable and contract assets, net
10,397
29,024
50,977
Loans and interest receivable
41,234
196,096
324,909
Inventories
868
1,537
2,245
Prepaid expenses and other current assets
36,274
62,000
58,016
Total current assets
669,387
1,319,561
1,751,444
Total
non-current
assets
172,155
167,537
160,995
TOTAL ASSETS
841,542
1,487,098
1,912,439
Total current liabilities
659,184
1,145,694
1,493,200
Total
non-current
liabilities
34,646
41,698
38,560
TOTAL LIABILITIES
693,830
1,187,392
1,531,760
TOTAL MEZZANINE EQUITY
854,928
1,033,231
1,063,139
TOTAL SHAREHOLDERS’ DEFICIT
(707,216
)
(733,525
)
(682,460
)
TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT
841,542
1,487,098
1,912,439
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Summary Consolidated Cash Flow Statements
The following table presents our summary consolidated cash flows for the periods indicated.
For the Year Ended
December 31,
For the Six Months Ended
June 30,
2024
2025
2025
2026
US$
US$
US$
US$
(in thousands)
(unaudited)
Net cash provided by operating activities
51,991
152,183
29,473
190,382
Net cash used in investing activities
(157,178
)
(506,657
)
(135,296
)
(339,492
)
Net cash provided by financing activities
323,649
474,155
59,270
278,516
Effect of exchange rate changes on cash, cash equivalents, restricted cash and customer
accounts
(93,137
)
44,704
10,289
27,162
Net increase (decrease) in cash, cash equivalents, restricted cash and customer
accounts
125,325
164,385
(36,264
)
156,568
Cash, cash equivalents, restricted cash and customer accounts at the beginning of the
period
284,302
409,627
409,627
574,012
Cash, cash equivalents, restricted cash and customer accounts at the end of the
period
409,627
574,012
373,363
730,580
Non-U.S.
GAAP Financial Measures
We use the following
non-U.S.
GAAP financial measures to evaluate our ongoing operations and for
internal planning and forecasting purposes. We believe that
non-U.S.
GAAP financial information, when taken collectively, is helpful to investors because it provides consistency and comparability with past
financial performance, facilitates
period-to-period
comparisons of results of operations, and assists in comparisons with other companies, many of which use similar
financial information. We also believe that presentation of the
non-U.S.
GAAP financial measures provides useful information to our investors regarding our results of operations because it provides investors
with greater transparency to the information used by our management in our financial and operational decision making so that investors can see through the eyes of our management regarding important financial metrics that our management uses to run
the business as well as allowing investors to better understand our performance.
We define EBITDA
as net (loss) income adjusted
for interest income, interest expense, income tax expense, depreciation and amortization. We define adjusted EBITDA as EBITDA adjusted for unrealized foreign exchange loss (gain) and inventory write-downs. Our management regularly reviews EBITDA and
adjusted EBITDA to assess the performance of our business.
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The following table presents our
non-U.S.
GAAP
financial measures for the periods indicated.
For the Year Ended
December 31,
For the
Six Months Ended
June 30,
2024
2025
2025
2026
US$
US$
US$
US$
(in thousands)
(unaudited)
Net (loss) income
(50,827
)
72,470
21,714
90,874
Interest income
(4,931
)
(4,099
)
(1,807
)
(3,203
)
Interest expense
1,867
1,988
1,249
549
Income tax expense
3,782
38,323
14,102
43,628
Depreciation and amortization
16,551
4,463
2,921
1,018
EBITDA (Non-GAAP)
(33,558
)
113,145
38,179
132,866
Adjustments:
Unrealized foreign exchange loss (gain)
6,168
(1,624
)
328
(1,146
)
Inventory write-downs
1,833
3,021
1,714
3,585
Adjusted EBITDA (Non-GAAP)
(25,557
)
114,542
40,221
135,305
Key Operating Metrics
We monitor a number of operating metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate
financial projections and make strategic decisions. Our operating metrics may be calculated in a different manner than similarly titled metrics reported by other companies.
The following table sets forth our key operating metrics for the respective periods.
As of/For the Year Ended
December 31,
As of/For the Six Months Ended
June 30,
2024
2025
2025
2026
GTV
US$166.2 billion
US$358.0 billion
US$139.3 billion
US$339.1 billion
MAUs
25.1 million
39.3 million
31.1 million
47.5 million
New loans originated
(1)
US$243.9 million
US$938.3 million
US$305.1 million
US$927.6 million
Monthly ARPU
(2)
US$0.9
US$1.4
US$1.2
US$1.8
Monthly cost to serve
(3)
US$0.5
US$0.4
US$0.4
US$0.3
Total transaction count
(4)
28.6 billion
62.3 billion
25.7 billion
53.5 billion
NPL ratio
(5)
4.6%
5.2%
4.8%
4.3%
Annual average NPL ratio
(6)
4.8%
4.6%
N/A
N/A
Note:
(1)
New loans originated refers to the total principal amount of new credit agreements originated under our
self-operated
model in Nigeria in the respective period.
(2)
Monthly ARPU is defined as the average monthly revenue divided by the average number of individual active
customers during the period.
(3)
Monthly cost to serve is defined as the monthly average of the sum of transactional expenses, technology and
development expenses and customer support and operations expenses divided by the average number of individual active customers during a given period.
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(4)
Total transaction count refers to the total number of all payment, transaction and loan transactions processed
through our platform during a given period.
(5)
NPL ratio refers to gross loan receivables that are 90 days or more past due as a percentage of total gross
loan receivables as of the end of a given period.
(6)
Annual average NPL ratio refers to annual average of quarterly 90 days past due gross loan receivables as a
percentage of total gross loan receivables ratio for a given year.
In addition, we also monitor our customer
acquisition cost, which refers to the total sales and marketing costs to acquire one new customer calculated as total acquisition-related expenses divided by the number of new customers acquired during a given period. In the first half of 2026, our
CAC excluding Indonesia were US$1.9. Our Indonesia operations were excluded from the above metrics because the nature of our business in Indonesia differs significantly from that of our operations in our other markets. As a result, management does
not consider the inclusion of Indonesia to be meaningful for purposes of comparing these metrics across periods and evaluating the performance of the businesses to which these metrics are primarily relevant. Meanwhile, our monthly ARPU excluding
Indonesia increased from US$0.6 in the first quarter of 2024 to US$1.7 in the second quarter of 2026 and our monthly ARPU for the group was US$1.8 in the second quarter of 2026.
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RISK FACTORS
You should consider carefully all of the information in this prospectus, including the risks and uncertainties described below and the
information in our consolidated financial statements and related notes, before making an investment in the ADSs. Any of the following risks and uncertainties could have a material adverse effect on our business, financial condition, results of
operations and prospects. The market price of the ADSs could decline significantly as a result of any of these risks and uncertainties, and you may lose all or part of your investment.
Risks Related to Our Business and Operations
We
face intense and increasing competition in the fintech industry, and if we do not compete effectively, our competitive position and business results could be negatively impacted.
OPay operates in a fast-evolving and highly competitive industry, where our ability to stay ahead depends on multiple factors, both within and
beyond our control, including:
•
The size, diversity, and activity levels of our user base across multiple markets;
•
Continued growth in user acquisition and retention across our Consumer Services, Merchant Services, and Credit
Services;
•
Our ability to monetize our user base by expanding our fintech and microfinance banking offerings to existing
users, or providing them with new, value-added services;
•
Our effectiveness in acquiring new users efficiently, particularly in emerging markets where digital financial
services are rapidly gaining traction;
•
Enhancing the overall value of each user on our OPay platform through cross-service engagement, such as payments
and credit;
•
The market acceptance and timing of new products and services, including innovations and enhancements we
introduce, compared to what our competitors offer;
•
The quality of our customer service and support efforts, as user satisfaction is key to our continued success;
•
The usability, performance, pricing, and reliability of fintech services offered by us or competitors in the
markets where we operate;
•
Our ability to respond to price compression and subsidization on the part of our competitors;
•
Economic conditions, regulatory developments, and policy shifts that could impact market dynamics and consumer
behavior;
•
General conditions in the credit and financial markets, affecting our liquidity and ability to secure financing
for our operations and growth;
•
Our brand strength relative to competitors in our key markets;
•
The competition for highly skilled talent in the fintech and technology sectors, which could impact our ability
to innovate and grow.
We expect competition to intensify as more players enter the fintech and microfinance banking
space in our markets. In addition to fintech companies, this new or intensified competition could come from banks, telecommunications companies, payment networks, or card issuers. While we are confident in our position as a leading provider in our
core markets, we are also aware that we face competition not only from established companies but also from early-stage firms aiming to tap into the same growth opportunities. Many of our competitors have larger financial and technical resources,
more established user bases, and longer operating
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histories, particularly in areas like digital payments and lending. These competitors may be able to offer more competitive pricing, broader product ranges, or specialized services, which could
attract users away from the OPay platform.
Additionally, as new competitors enter our markets or existing ones expand, we could face
pressure on our pricing, leading to reduced margins or higher customer acquisition costs. These competitive dynamics could make it harder for us to grow our user base, expand service offerings, and achieve long-term profitability. If we are forced
to respond to these competitive pressures by increasing marketing expenses or adjusting our pricing models, it could negatively impact our financial performance. Furthermore, these pressures may also hinder our ability to grow and diversify our
fintech and microfinance banking services effectively.
Disruptions in the operation of our information technology systems and third-party data
centers could have an adverse effect on our business.
Our ability to deliver fintech and microfinance banking services and operate
our business and comply with applicable laws, depends on the efficient and uninterrupted operation of our information technology systems, including our computer systems, network infrastructure, and technology platforms, as well as third-party data
centers, cloud service providers and other service providers. For instance, our credit models and automated systems are an important part of our operating framework, and our business depends on their continued performance, effective calibration and
access to relevant data sources. If these systems produce inaccurate outputs, fail to adapt to changing borrower behavior or market conditions, or become unavailable due to system outages, third-party data disruptions, cybersecurity events or other
operational issues, our underwriting, pricing, monitoring and collections effectiveness could be adversely affected.
Our computer systems
and third-party providers may encounter service interruptions at any time due to system or software failure, power outage, natural disasters, severe weather conditions, health pandemics, terrorist attacks, cyberattacks or other events. Any such
events could have a negative effect on our business and technology infrastructure (including our computer network systems), which could lead to user dissatisfaction or long-term disruption of our operations. We may also experience interruptions or
degraded performance due to unexpected increases in transaction volumes, peak usage periods, capacity constraints, or errors introduced by new releases or configuration changes.
Additionally, our reliance on third-party providers, in particular the provider of IT, computer system, network infrastructure and cloud
services, may mean that we will not be able to resolve operational problems internally or on a timely basis, because we depend on these providers to respond appropriately and swiftly to their own service disruptions through industry standard
best practices in business continuity and/or disaster recovery. As a last resort, we may rely on our ability to replace a third-party service provider if it experiences difficulties that interrupt operations for a prolonged period of time or if an
essential third-party service terminates. If these service arrangements are terminated for any reason without an immediately available substitute arrangement, our operations may be severely interrupted or delayed. If such interruption or delay were
to continue for a substantial period of time, our business, prospects, financial condition and results of operations could be adversely affected, particularly in emerging markets where infrastructure limitations may exacerbate the impact. In
emerging markets, disruptions in telecommunications networks, power supply or connectivity more broadly could further exacerbate outages or degrade service performance.
The implementation of technology changes and upgrades to maintain current and integrate new systems may cause service interruptions,
transaction processing errors or system conversion delays and may cause us to fail to comply with applicable laws, all of which could have a material adverse effect on our business. We expect that new technologies and business processes applicable
to the fintech and microfinance banking services industry will continue to emerge and that these new technologies and business processes may be better than those we currently use. There is no assurance that we will be able to successfully adopt new
technology as critical systems and applications become obsolete and better ones become available. A failure to maintain and/or improve current
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technology and business processes could cause disruptions in our operations or cause our solution to be less competitive, all of which could have a material adverse effect on our business.
Demand for our services may decline if we do not continue to innovate or respond to evolving technological or other changes.
As we continue to expand and diversify our fintech and microfinance banking offerings, we rely heavily on technological innovation to meet the
growing needs of our users and to stay ahead of competitors. The process of developing and implementing new technologies is complex and resource-intensive. If we are unable to successfully innovate or apply new technologies to enhance our services,
it could lead to a decline in demand from our users, thereby impacting our growth and operations.
Additionally, as we introduce new
fintech and microfinance banking services, and expand into new markets, our ability to adapt to evolving technological trends and address the specific needs of different customer segments will be critical. For instance, the demand for payment and
digital lending may shift depending on factors such as emerging technologies, regulatory changes, or evolving user expectations. Failure to keep pace with these changes may result in our services becoming obsolete or less attractive to potential
users, ultimately reducing our market share.
Furthermore, competition in the fintech and banking sector is not solely driven by
technology but also by pricing, service quality, and user trust. Many players in the market, including both established financial institutions and new entrants, are offering competitive pricing models and innovative services to attract users. If we
fail to maintain our competitive edge in these areas, whether through better service, more affordable pricing, or superior user experiences, our ability to retain and attract users could be severely impacted. This could result in increased customer
acquisition costs, reduced user engagement, and lower revenue growth.
Our ability to successfully navigate these challenges and deliver
consistent value through innovative, reliable, and competitively priced services will determine our ability to maintain strong demand for our fintech offerings. If we are unable to innovate at the pace of the market or respond effectively to changes
in technology and user expectations, our competitive position could deteriorate, leading to slower growth, increased market pressure, and diminished financial performance.
We are a rapidly growing company with a relatively limited operating history.
We have experienced rapid growth in recent years. Our limited operating history may make it difficult to make accurate predictions about our
future performance. Assessing our business and future prospects may also be difficult because of the risks and difficulties we face, including our ability to:
•
maintain and increase the transaction volume facilitated by our fintech services;
•
enter into new and maintain existing business partnerships;
•
successfully build our brand and protect our reputation from negative publicity;
•
increase the effectiveness of our marketing strategies;
•
successfully adjust our products and services in a timely manner in response to changing macroeconomic conditions
and fluctuations in the markets where we operate;
•
comply with and successfully adapt to complex and evolving regulatory environments in a number of countries;
•
protect against increasingly fraudulent borrowing and online theft;
•
successfully compete with companies that are currently in, or may in the future enter, the fintech and
microfinance banking business;
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•
effectively secure and maintain the confidentiality of the information received, accessed, stored, provided and
used across our systems;
•
successfully maintain diverse and robust sources of capital to fund loans originated by us;
•
successfully fund a sufficient quantity of our loan demand with
low-cost
funding to help keep our interest rates competitive;
•
successfully obtain and maintain funding and liquidity to support continued growth and general corporate
purposes;
•
attract, integrate and retain qualified employees; and
•
effectively manage and expand the capabilities of our operations teams, partners and other business operations.
We have and may continue to expand operations internationally where we have limited operating experience and may be subject to
increased business, economic and regulatory risks that could adversely impact our financial results.
We have pursued and may, in
the future, pursue international expansion of our business operations, either organically or through acquisitions, in international markets where we have limited or no experience in marketing, selling and deploying our products and services. As of
December 31, 2025, our business was primarily conducted in Nigeria, Indonesia, Egypt and Pakistan. If we fail to deploy or manage our operations in these countries successfully, our business and operations may decline significantly. In addition, we
are subject to a variety of risks inherent in doing business internationally, including:
•
political, social and/or economic instability;
•
risks related to governmental regulations in foreign jurisdictions and unexpected changes in regulatory
requirements and enforcement;
•
fluctuations in currency exchange rates;
•
higher levels of credit risk and fraud;
•
cash shortage crisis in the countries where we operate;
•
enhanced difficulties of integrating any foreign acquisitions;
•
burdens of enforcing and complying with a variety of foreign laws;
•
different extent of protection for intellectual property rights in some countries;
•
difficulties in staffing and managing global operations and the increased travel, infrastructure and legal
compliance costs associated with multiple international locations and subsidiaries;
•
different regulations and practices with respect to employee/employer relationships, existence of workers’
councils and labor unions, and other challenges caused by distance, language, and cultural differences, making it harder to do business in certain international jurisdictions;
•
compliance with statutory equity requirements; and
•
management of tax consequences.
If we are unable to manage the complexity of global operations successfully, our financial performance and operating results could suffer. In
addition, our global operations may be subject to complex and often conflicting regulatory regimes, including laws related to data privacy and protection, cybersecurity, anti-corruption, anti-money laundering, taxation, labor practices, foreign
exchange, cash repatriation, and anti-competition. Ensuring compliance with such laws increases our operational costs and legal risk exposure. Although we intend to
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implement robust compliance policies and procedures, there can be no assurance that we, or our employees, agents or business partners, will not violate applicable laws and regulations. Any such
violations, whether actual, alleged or perceived, could subject us to civil or criminal penalties, litigation, regulatory investigations or reputational harm, all of which could materially and adversely impact our brand, international growth
initiatives, and overall business.
Foreign exchange and interest rate fluctuations could adversely affect our financial condition and results of
operations.
Because we operate in various jurisdictions, we are exposed to foreign exchange risk arising from
fluctuations in exchange rates between the local currencies and other currencies used in our operations. While we generally maintain a natural hedge by generating revenues and incurring costs primarily in the same local currencies, this strategy may
not fully mitigate currency risk in periods of volatility. We are also exposed to interest rate risk relating to our short-term investments, loans and interest receivable and interest-bearing liabilities. Although these instruments currently bear
fixed interest rates and have not historically resulted in material adverse effects, future changes in market interest rates could negatively impact our investment returns, funding costs and financial condition.
For instance, we conduct a substantial portion of our operations in Nigeria, where the local currency is not freely convertible into foreign
currencies and foreign exchange transactions are subject to regulatory controls and approvals by the CBN. Although we implemented effective measures to address the foreign exchange risks during the last round of Naira devaluation in 2023, similar
risks may arise in the future. A devaluation of the Nigerian Naira, or the local currencies in other jurisdictions where we operate, relative to the U.S. dollar could create inflationary pressures and cause the relevant local governments to,
among other measures, increase interest rates.
Any depreciation of the local currencies in the jurisdictions where we operate may
generally restrict access to the international capital markets. It would also reduce the U.S. dollar value of our results. Restrictive macroeconomic policies could reduce the stability of the economic conditions in the jurisdictions where we operate
and harm our results of operations and profitability. These policies and any reactions to them may harm us by curtailing access to foreign financial markets and prompting further government intervention. A devaluation of the local currencies in the
jurisdictions where we operate
relative to the U.S. dollar may also, as in the context of the current economic slowdown, decrease consumer spending, increase deflationary pressures and reduce economic growth. Restrictions on access to foreign
currency, delays in conversion or remittance, or changes in foreign exchange regulations or enforcement practices could limit our ability to convert local currency balances, settle cross-border obligations or upstream funds, which could adversely
affect our liquidity management, capital allocation and financial flexibility.
Unauthorized disclosure, destruction or modification of data,
through cybersecurity breaches, computer viruses or otherwise or disruption of our services could expose us to liability, protracted and costly litigation and damage our reputation.
Our business involves the collection, storage, processing, and transmission of sensitive customer data, including personal information such as
names, addresses, identification numbers, and payment details. As such, we face cybersecurity risks that could expose us to significant liability, costly litigation, and reputational harm. Unauthorized disclosure, modification, destruction, or loss
of data through breaches of cybersecurity, viruses, or system disruptions could significantly impact our operations.
Cyber threats have
become increasingly sophisticated, including targeted attacks on information systems and infrastructure. These attacks may be perpetrated by malicious third parties, or may result from human error, fraud, or accidental technological failures. For
example, third-party providers we rely on may also experience security breaches that compromise our systems and data. Despite encryption and other security measures, we cannot guarantee that unauthorized access to sensitive data will not occur.
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The evolving nature of cyber risks, ranging from data breaches, viruses, and malware to
denial-of-service attacks, may disrupt our services or compromise our products and systems. Such attacks could result in the unauthorized release of confidential data, corruption of system integrity, and disruption of services, all of which could
harm our reputation, lead to legal or regulatory actions, and force us to incur substantial remediation costs. Furthermore, a major security breach could result in loss of access to our payment systems or regulatory sanctions, including the
suspension of our ability to process transactions. Despite maintaining insurance coverage for cyber threats, such coverage may not be sufficient to fully cover all potential losses arising from cybersecurity incidents.
As cybersecurity incidents are becoming more frequent and complex, we are committed to continually improving our security practices and
response measures. However, due to the unpredictable nature of cyber threats, we cannot ensure that our preventive measures will always be sufficient to protect against breaches. Any significant cybersecurity incident could lead to a material
adverse effect on our business, financial condition, and operational results.
The collection, processing, use, storage, sharing and transmission of
personal data could give rise to liabilities as a result of relevant laws and regulations, as well as our failure to adhere to the privacy and data security practices that we articulate to our users.
We collect, process, store, use, share and/or transmit a large volume of personal information and other
non-public
data from current, past and prospective users. There are national, regional and foreign laws regarding privacy, data security and the collection, use, storage, protection, sharing and/or
transmission of personal information and
non-public
data. Additionally, many states continue to enact legislation on matters of privacy, information security, cybersecurity, data breach and data breach
notification requirements.
Any violations of these laws and regulations may require us to change our business practices or operational
structure, including limiting our activities in certain states and/or jurisdictions, address legal claims, and sustain monetary penalties, reputational damage and/or other harms to our business. Furthermore, our online privacy policy and website
make certain statements regarding our privacy, information security, and data security practices with regard to information collected from our users. Failure to adhere to such practices may result in regulatory scrutiny and investigation (including
the potential for fines and monetary penalties), complaints by affected users, reputational damage and other harm to our business. If either we, or the third-party service providers with which we share user data, are unable to address privacy
concerns, even if unfounded, or to comply with applicable laws and regulations, it could result in additional costs and liability, damage our reputation, and harm our business.
If our existing business partners were to cease or limit operations with us or if we are unable to attract and onboard new partners, our business,
financial condition and results of operations could be adversely affected.
Our business and ability to continue offering fintech
services depend on our ability to maintain strong relationships with our partners, such as financial institutions, payment processors, other service providers and our supply chain partners for point-of-sale devices. If any of our partners were to
suspend, limit, or cease their operations, or if we are unable to onboard new strategic partners, our ability to offer integrated services and enhance user engagement could be adversely affected, potentially leading to a decrease in transaction
volume or user activity.
In addition, our partners and other participants in the payment ecosystem may change the pricing, operating
rules, technical standards, settlement cycles, reserve requirements or risk policies applicable to our services, including in response to regulatory developments, fraud trends or changes in their risk tolerance. These changes could increase our
costs, reduce our margins, require us to modify our products and processes, or limit our ability to offer certain payment methods or services on commercially reasonable terms.
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In some cases, partners may also experience operational disruptions, liquidity constraints,
or financial distress, which could delay or prevent the processing or settlement of transactions, disrupt the availability of our services, or require us to transition to alternative providers on short notice.
We rely on key partnerships to offer a wide range of services including payments and Credit Services. If these partnerships were to end or be
restricted, whether due to regulatory changes, competitive pressures, or shifts in business strategy, it could negatively impact our operations, financial condition, and growth trajectory. Additionally, if we are unable to onboard new partners in a
timely manner or if we face delays in integration, our growth in services, particularly in emerging markets, could be hindered. Among others, our ability to source and deliver POS terminals depends on the stability and reliability of our supply
chain. Any disruptions, such as delays in manufacturing, shipping, or availability of key components, could adversely affect our operations and customer satisfaction. Additionally, fluctuations in the geopolitical factors affecting supply chains may
lead to increased costs or supply shortages, which could harm our business.
Furthermore, partnerships may evolve due to mergers,
acquisitions, or changes in market dynamics, which could disrupt or change the terms of our existing relationships. If our partners engage in such changes or choose to form exclusive or more favorable relationships with competitors, our business
could be adversely affected. In some cases, partners may also face regulatory scrutiny, requiring us to adjust our operations or cease business with them. Any such disruptions in our partnerships may result in decreased service offerings, reduced
customer satisfaction, and negative impacts on our financial results.
We may enter into memoranda of understanding or other preliminary
arrangements with strategic partners that are non-binding in whole or in part. However, we may not enter into definitive agreements contemplated by these arrangements, obtain required approvals, successfully integrate our respective platforms or
launch the contemplated products and services. Even if implemented, such collaborations may not achieve anticipated customer adoption, commercial benefits or market expansion. For example, our memorandum of understanding with Stanbic Africa Holdings
Limited, a member of Standard Bank Group, does not obligate either party to implement any particular initiative, and any initiative will require definitive agreements and applicable internal and regulatory approvals.
We are subject to extensive, complex and evolving laws, rules and regulations, which are interpreted and enforced by various government authorities.
We are subject to various national and regional regulatory regimes across various jurisdictions. The principal policy objectives
of these regulatory regimes are to protect fintech services users and to prevent fraud, money laundering, and terrorist financing. Laws and regulations, among other things:
•
impose licensing and qualifications requirements;
•
require various disclosures and consents;
•
mandate or prohibit certain terms and conditions for various financial products;
•
prohibit discrimination based on certain prohibited bases;
•
prohibit unfair, deceptive or abusive acts or practices;
•
require us to submit to examinations by national and regional regulatory regimes; and
•
require us to maintain various policies, procedures and internal controls.
In certain jurisdictions where we operate, digital lending and other fintech activities have attracted increasing attention from legislators,
policymakers and regulatory authorities. From time to time, legislative bodies or regulators may propose or introduce new laws, regulations or policy measures aimed at strengthening oversight of fintech platforms, including with respect to pricing
practices, consumer protection, licensing
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requirements and operational standards. Such developments may result in heightened regulatory scrutiny, additional compliance obligations or restrictions on certain aspects of our business. If we
are required to modify our products, pricing structures or operating practices, or if regulatory uncertainty delays or constrains our business activities, our results of operations, financial condition and growth prospects could be materially and
adversely affected. Among others, we charge interest rates on certain credit products in Nigeria that are higher than those typically observed in other markets. While such pricing is currently permitted under applicable Nigerian laws and regulations
and is broadly consistent with prevailing market practices among local peers, there can be no assurance that the existing regulatory framework, enforcement approach or market tolerance will remain unchanged. Elevated interest rates may attract
increased scrutiny from regulators, policymakers and consumer protection authorities, and may also expose us to heightened public, media and reputational risks. If we are required to materially reduce interest rates, modify our pricing structure,
enhance borrower protection measures or exit certain credit segments, our revenue, profitability and growth prospects could be adversely affected.
In addition, certain credit loan services offered by us in Indonesia involve funding that is all provided by third-party lenders. While such
arrangements are currently legally permissible in Indonesia and are conducted under the supervision of the relevant regulatory authorities, regulatory authorities in Indonesia may in the future impose more stringent licensing requirements, capital
or equity thresholds, investor protection rules, disclosure obligations, funding structure limitations or other compliance standards on our local credit loan services. Any such changes could increase our compliance costs, restrict our business
model, limit the availability of funding, or require us to materially restructure or discontinue our Indonesia loan services, which could adversely affect our operations and financial performance in that market.
Monitoring and complying with all applicable laws and regulations can be difficult and costly. Failure to comply with any of these
requirements may result in, among other things, enforcement action by governmental authorities, lawsuits, monetary damages, fines or monetary penalties, restitution or other payments to borrowers or investors, modifications to business practices,
revocation of required licenses or registrations, voiding of loan contracts and reputational harm.
Adverse macroeconomic and financial market
conditions may negatively affect our business and results of operations.
Adverse macroeconomic conditions, such as fluctuating
exchange rates, government debt levels, inflation expectations, and changes in consumer spending patterns, can affect the demand for our fintech and microfinance banking services and the performance of our business. For example, in markets like
Nigeria, where frequent fluctuations in the exchange rate of the Naira are driven by government policies and economic fluctuation, our revenues, operating costs, and profitability may be adversely affected. Additionally, these fluctuations may
impact the purchasing power of our users, increase the risk of defaults, and harm our financial health. During periods of economic hardship, consumer spending tends to decrease, which negatively impacts our individual fintech services as users
reduce discretionary spending. Inflationary pressures may lead to reduced disposable income, decreasing demand for savings and investment products. Moreover, higher interest rates often result in a decline in demand for Credit Services, as both
individuals and businesses become more cautious about borrowing. Furthermore, the increase in the interest rates in the markets where we operate may also affect our revenue margin and demand for our financial services, such as Credit Services.
Macroeconomic stress may also reduce borrowers’ repayment capacity and our ability to collect or recover outstanding balances, which
could increase charge-offs and adversely affect the performance of our Credit Services. These impacts could occur rapidly and may be amplified in emerging markets, where inflation, currency devaluation and policy changes can be more volatile.
Additionally, economic downturns could lead to decreased demand for our fintech services or increased demand for higher yields on loans. There is no guarantee that economic conditions will remain favorable or that interest in purchasing our loans
will stay at current levels. As our Credit Services, such as Buy Now, Pay Later (“BNPL”) products, continue to grow, the risk of higher
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default rates may increase. If we fail to effectively manage these risks, our financial results, operational efficiency, and long-term growth could be materially impacted.
A significant change in consumer confidence in our fintech services or adverse publicity concerning us, our business or our personnel could negatively
impact our business.
We have developed a strong and trusted brand that has contributed significantly to the success of our
business. We believe that maintaining and promoting our brand in a cost-effective manner is critical to achieving widespread acceptance of our fintech services, retaining existing users on our OPay platform and expanding our user base.
Harm to our brand can arise from many sources, including failure by us or our partners and service providers to satisfy expectations of
service and quality, inadequate protection or misuse of personal information, compliance failures and claims, litigation and other claims, misconduct by our partners or other counterparties or any other negative publicity concerning our Company or
key personnel. We have been, from time to time and may in the future be, the target of incomplete, inaccurate and misleading or false statements about our Company and our business that could damage our brand and deter users from adopting our
services.
Any negative publicity relating to the individuals or entities that we employ or contract with or that otherwise represent our
Company, including from reported or actual incidents or allegations of illegal or improper conduct, such as harassment, discrimination or other misconduct, as well as any negative publicity about our industry or our Company, the quality and
reliability of our fintech services, our compliance and risk management processes, changes to our fintech services, our ability to effectively manage and resolve user complaints, our privacy, data protection and information security practices,
litigation, regulatory licensing and infrastructure, and the experience of our users with our solutions or services, could result in significant media attention, even if not directly relating to or involving us. This could also have a negative
impact on our reputation, potentially resulting in termination of contracts, our inability to attract new user or client relationships or the loss or termination of such employees’ services. If we do not successfully maintain a strong and
trusted brand, our business could be materially and adversely affected.
An increase in fraudulent activities could lead to reputational damage to
our brand and material legal, regulatory and financial exposure (including fines and other penalties), and could reduce the use and acceptance of our fintech services.
Financial service providers such as us, as well as our users, colleagues, regulators, partners and other third parties are likely to be the
target of increasingly sophisticated fraudsters and fraud rings in the future. Our Credit Services are supported by a comprehensive technology and risk management framework that integrates biometric verification, machine-learning-based credit
modeling, and AI-driven post-loan servicing tools, aimed at detecting and preventing fraudulent activity, which requires significant investment, maintenance and ongoing monitoring and updating as technologies and regulatory requirements change and
as efforts to overcome security and anti-fraud measures become more sophisticated. Despite our efforts, we may be subject to fraudulent activity. The possibility of fraudulent or other malicious activities and human error or malfeasance cannot be
eliminated entirely and will evolve as new and emerging technologies are deployed, including the increasing use of personal mobile and computing devices that are outside of our network and control environments. Risks associated with each of these
include theft of funds and other monetary loss, the effects of which could be compounded if not detected quickly. Indeed, fraudulent activity may not be detected until well after it occurs, and the severity and potential impact may not be fully
known for a substantial period of time after it has been discovered.
Fraudulent activity and other actual or perceived failures to
maintain a product’s integrity and/or security have led to increased regulatory scrutiny and may lead to regulatory investigations and intervention, increased litigation (including class action litigation), remediation, fines and response
costs, negative assessments of us and our subsidiaries by regulators and rating agencies, reputational and financial damage to our brand, and reduced usage of our fintech services, all of which could have a material adverse impact on our business.
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Any fraudulent activity and other incidents related to the actual or perceived failures to
maintain the integrity of our processes and controls could negatively affect us, including harming the market perception of the effectiveness of our security measures or harming the reputation of the financial system in general, which could result
in reduced use of our fintech services. Such events could also result in legislation and additional regulatory requirements.
We require substantial
capital and, in the future, may require additional capital to pursue our business objectives.
Since our founding, we have raised
substantial financing to support the growth of our business. Because we intend to continue to make investments to support the growth of our business, we may require additional capital to pursue our business objectives and growth strategy and respond
to business opportunities, challenges or unforeseen circumstances, including introducing new solutions and services, further expanding internationally in existing or new countries or further improving existing offerings, enhancing our operating
infrastructure and potentially acquiring complementary businesses and technologies.
Additional funds may not be available when we need
them, in amounts we need, or permitted to be applied to specific use cases, on terms that are acceptable to us or at all. Volatility in the credit markets may also have an adverse effect on our ability to obtain capital and funds. The cost of our
financing activities may increase due to market volatility, changes in the risk premiums required by lenders or if traditional sources of capital are unavailable. Furthermore, if we raise additional funds through further issuances of equity or
convertible debt securities, our existing stockholders could suffer significant dilution. Volatility or depressed valuations or trading prices in the equity markets may similarly adversely affect our ability to obtain equity financing.
There can be no assurance that we can obtain sufficient sources of external capital to support the growth of our business. Delays in doing so
or failure to do so may require us to reduce loan originations or reduce our operations, which would harm our ability to pursue our business objectives as well as harm our business, operating results and financial condition.
Challenges in securing adequate funding may adversely impact our Credit Services.
Our ability to provide Credit Services is dependent on securing and maintaining sufficient liquidity and funding sources. We fund a portion of
our Credit Services using our own capital, while also facilitating credit through third-party funding partners. If we are unable to retain our current sources of liquidity, or fail to secure new or alternative financing methods, our Credit Services
could face significant challenges.
As we expand the volume of Credit Services and broaden our fintech offerings, we may require more
capital than initially anticipated. Depending on market conditions and other factors, we may not be able to secure additional capital for current or future operations on favorable terms or at all. The availability of capital is subject to many
factors, some of which are outside our control, including events of default, breaches of financial covenants, or other risks that could hinder our access to institutional funding.
If we are unable to secure additional funding or replace our current financing arrangements with more favorable terms, the cost of capital
could increase, which would negatively affect our ability to finance new Credit Services and offer additional fintech products. In the worst-case scenario, we may be forced to reduce the scale of our Credit Services or other operations, which could
significantly harm our business, financial condition, operating results, and cash flows.
The loss of key management members or key employees, or an
inability to hire key personnel, could harm our business.
We believe our success has depended, and continues to depend, on the
efforts and talents of our senior management, who have significant experience in the fintech and technology industries, are responsible for our
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core competencies and would be difficult to replace. Our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees.
Qualified individuals are in high demand, and we may incur significant costs to attract and retain them. The loss of any of our senior management or key employees could materially adversely affect our ability to execute our business plan and
strategy, and we may not be able to find adequate replacements on a timely basis, or at all. We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees. If we do not succeed in
attracting well-qualified employees or retaining and motivating existing employees, our business could be materially and adversely affected.
If we
fail to make accurate credit underwriting, pricing or loss forecasting decisions, our business, financial condition and results of operations could be materially and adversely affected.
Our Credit Services rely on data-driven credit underwriting, pricing and loss forecasting to assess users’ creditworthiness, repayment
capacity and overall risk profile under changing macroeconomic conditions. These processes involve significant judgment and are subject to inherent uncertainty. Our underwriting, pricing and loss forecasting models rely on historical data and
assumptions that may not remain predictive, including due to changes in customer behavior, fraud patterns, product design, regulatory requirements or macroeconomic conditions. In our self-operated Credit Services business, inaccurate underwriting or
pricing decisions, or errors in forecasting expected loss rates, could result in higher-than-anticipated delinquencies or defaults. If actual loss experience deviates materially from our assumptions, we may incur increased impairment charges,
earnings volatility and adverse impacts on the fair value of our loan assets. In our loan facilitation model, inaccurate credit assessments may lead to higher-than-expected default rates on loans facilitated through our platform, which could harm
our relationships with funding partners, damage our reputation or reduce transaction volumes. Any of the foregoing could materially and adversely affect our business, financial condition and results of operations.
Our business may be negatively affected due to risks relating to the acts of independent agents and their potential breach of agreements with us.
We work with independent agents in Nigeria who support our offline customer acquisition and service activities, including
facilitating account openings, OPay Debit Card issuance, activating POS devices, and enabling users to deposit and withdraw cash from their OPay accounts. To the extent that these independent agents fail to deliver satisfactory and efficient
services for our users, our ability to provide convenient and integrated fintech and/or microfinance banking services may be severely harmed. Any interruption to or discontinuation of our relationships with agents may severely and negatively impact
our ability to continue growing our user base, and any occurrence of the circumstances mentioned above may have a material adverse effect on our business, financial condition and results of operations. In addition, we may not be successful in
detecting any non-compliance of our agents with our agreements. We may be exposed to the risks of fraud or other misconduct committed by these agents. Fraud or other misconduct by these agents may involve engaging in unauthorized misrepresentation
to our users, misappropriating third parties’ intellectual property and other proprietary rights and engaging in bribery or other unlawful activities. In any such event, we could, as a result, be subject to claims brought by our users or third
parties for fraud or other conduct committed by such agents, which could result in potentially substantial financial liability and diversion of our managerial and financial resources regardless of whether the claim has merit. In such event, our
business, financial condition and results of operations may be adversely affected.
If the information provided to us by users is incorrect or
fraudulent, we may misjudge a user’s qualification to receive a loan or use one of our products, and our results of operations may be harmed.
Our lending decisions are based partly on information provided to us by loan applicants or users. To the extent that these applicants provide
information to us in a manner that we are unable to verify, our credit decisioning process may not accurately reflect the associated risk. Inaccurate analysis of credit data that could result from false loan application information could harm our
reputation, business and results of operations.
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We use a comprehensive technology and risk management framework to analyze data to
authenticate each applicant’s identity and information. From time to time, however, there is a risk that these checks could fail, and fraud, which may be significant, may occur and go undetected. We may not be able to recoup loans made in
connection with inaccurate statements, omissions of fact or fraud, in which case our revenue, results of operations and profitability will be harmed. Fraudulent activity or significant increases in fraudulent activity could also lead to regulatory
intervention, which could negatively impact our results of operations, brand and reputation, and require us to take steps to reduce fraud risk, which could increase our costs.
We have incurred net losses and may incur net losses again in the future.
We have incurred net losses in the past, and there is no assurance that we will be able to maintain profitability on a consistent basis in the
future.
Among others, we expect to continue investing significantly in areas critical to our long-term growth, including the enhancement of our fintech services, development of new technologies, expansion of customer base, and the
recruitment and retention of qualified personnel. These investments may not yield immediate or sufficient financial returns, and our expenses may increase faster than our revenues. In addition, we may continue to take strategic actions that, while
necessary to support our competitive position, could adversely impact our short-term financial performance. As a result, we may continue to incur operating or net losses in future periods, and our ability to maintain profitability will depend on a
variety of factors, many of which are beyond our control.
Internet-based loans origination processes may give rise to greater risks than
paper-based processes.
We use Internet-based loan processes to obtain application information and distribute certain legally
required notices to applicants for, and borrowers of, our Credit Services, and to obtain electronically signed loan documents in lieu of paper documents with ink signatures obtained in person. These processes may entail greater risks than
paper-based loan origination processes, including regarding the sufficiency of notice for compliance with consumer protection laws, risks that borrowers may challenge the authenticity of loan documents, or the validity of the borrower’s
electronic signature on loan documents, and risks that unauthorized changes are made to the electronic loan documents.
If any of those
factors were to cause our loans, or any of the terms of our loans, to be unenforceable against the relevant borrowers, or impair our ability as master servicer or servicer to service our loans, the value of our loan assets would decrease
significantly.
If loans originated through our OPay platform underperform, we may incur credit losses or face reduced access to external funding,
which could materially and adversely affect our business.
Under our self-operated credit model, underperformance of loans
originated through our platform could result in financial losses on the receivables we hold. Because our lending business is in its early stages and is growing rapidly, our ability to effectively adjust our lending product pricing and conduct
provision might not be adequate due to factors such as limited and evolving vintage data. In addition, there is a risk that our credit risk management practices may not function as effectively as expected as we continue to expand our lending
business to serve a broader borrower group with longer tenors. The credit quality of our loan portfolio may deteriorate, and our expected credit loss provision may prove insufficient to cover potential losses.
Our provisions for expected credit loss are based on current assessments and expectations concerning factors such as Nigeria’s
gross-domestic product, Nigeria’s gross-domestic product per capita at purchasing power parity, Nigeria’s current account balance and other considerations. As these factors are largely beyond our control and there is no infallible method
for predicting credit losses, we cannot guarantee that our provisions for expected credit loss will be sufficient. If actual losses exceed our estimates, we may be required to increase our provisions, which could adversely affect our financial
condition and results of operations.
Our business and financial performance will be negatively affected if the non-performing loan ratio
in relation to our self-operated loans would increase in the future. The non-performing loan ratio may increase as
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our loan portfolio grows, and this growth may result in the credit quality of the portfolio being worse than anticipated. NPL ratio may also rise due to factors beyond our control, such as
adverse changes in the credit quality of our borrowers, or a deterioration in economic conditions in the markets in which we operate. Moreover, an increase in our self-operated loan tenure could lead to a rise in bad debts.
In addition, our self-operated loans in Nigeria are primarily funded from our own balance sheet. If the funding we use for loans and the loans
we provide to borrowers are not appropriately matched in terms of tenor, pricing, or credit performance, or if there are significant withdrawals of customer deposits, liquidity pressures could arise, adversely affecting our operations and financial
condition.
Our growth prospects, operational performance, and overall financial condition might be negatively impacted due to the risks from our
loan facilitation business in Indonesia.
Inaccurate credit assessments, deficiencies in borrower screening, or an unexpected
increase in borrower defaults could negatively affect the performance of loans facilitated through our platform. In addition, loans facilitated through our platform are generally supported by credit insurance arrangements provided by licensed
third-party insurers. However, we cannot assure that such insurance arrangements will remain available on commercially reasonable terms, or at all. If credit insurance arrangements cannot be maintained, or if insurance providers fail to meet their
obligations, lenders may become less willing to originate loans through our platform, which could adversely affect transaction volumes and our operating results. This is because insurance premiums are charged to borrowers and paid to insurance
companies on the funding partners’ behalf, and changes in such premiums may affect the amount of consideration attributable to our loan facilitation services. Under our loan facilitation model, poor loan performance may erode the confidence of
our funding partners, leading them to reduce, suspend or terminate funding arrangements with us. In such cases, our ability to continue facilitating loans and generating income from such activities may be adversely affected if external funding
becomes unavailable or more limited. We may face challenges in meeting the capital requirements and providing sufficient funding for our loan facilitation activities, which could negatively impact our growth prospects, operational performance, and
overall financial condition. In addition, an increase in our loan tenure under loan facilitation model could lead to a rise in bad debts.
Our loan facilitation business is also subject to evolving Indonesian laws and regulations governing Technology-Based Joint Funding Services
(the “LPBBTI”) activities, channeling arrangements and the permissible scope of intermediary services. If applicable laws, regulations, regulatory interpretations or supervisory practices are amended, tightened or applied more
stringently in the future, we may be required to adjust our business model, operational processes or contractual arrangements, incur additional compliance costs, or restrict or suspend certain activities. Any such changes could adversely affect our
relationships with lenders, our ability to continue operating our loan facilitation business as currently conducted, and our growth prospects in Indonesia.
If our marketing efforts are not successful, our business and results of operations will be harmed.
We have dedicated and intend to continue to dedicate significant resources to marketing efforts. Our ability to attract users depends in large
part on the success of these marketing efforts and the success of the marketing channels we use to promote our fintech and banking services. Our marketing channels include, but are not limited to, earned media through press and social media, as well
as traditional advertising, online affiliations, search engine optimization and digital marketing. If any of our current marketing channels become less effective, if we are unable to continue to use any of these channels, if the cost of using these
channels significantly increases or if we are not successful in generating new channels, we may not be able to attract new users in a cost-effective manner or increase the activity of our existing users.
In addition, a significant portion of our user acquisition and engagement depends on access to mobile app distribution platforms, including
third-party app stores, as well as the continued compatibility of our applications
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with mobile operating systems and devices. These distribution platforms may change their terms, policies, ranking algorithms or enforcement practices, suspend or remove our applications, or
restrict our ability to promote or monetize our services, and we may not be able to resolve any such issues promptly. Any of the foregoing could reduce our visibility to potential users, disrupt onboarding or usage, increase customer acquisition
costs, or otherwise harm our business and results of operations. We also rely on telecommunications networks and third-party messaging providers to deliver one-time passwords and other verification messages for account onboarding and user
authentication. Disruptions, delays, filtering, fraud, changes in telecom policies, or increased costs could reduce successful onboarding and login rates, increase fraud risk and customer support burden, and adversely affect our business.
Maintaining and promoting our brand will depend largely on our ability to continue to provide useful, reliable, secure and innovative fintech
services, the effectiveness of our marketing efforts, the experience of existing users and our ability to maintain trust and remain a leading fintech platform. We may introduce, or make changes to, features, products, services, privacy practices or
terms of service that users do not like, which may materially and adversely affect our brand. Our brand promotion activities may not generate user awareness or increase revenue, and even if they do, any increase in revenue may not offset the
expenses we incur in building our brand. Additionally, the successful protection and maintenance of our brand will depend on our ability to obtain, maintain, protect and enforce trademark and other intellectual property protection for our brand. If
we fail to successfully promote, protect and maintain our brand or if we incur excessive expenses in this effort, we may lose our existing merchants and users to our competitors or be unable to attract new merchants and users. Any such loss would
have an adverse effect on our business and results of operations.
The success of our sales and marketing efforts also depends on our
ability to attract, retain and effectively train enough experienced personnel. As the competitive landscape intensifies, it may become more difficult to recruit skilled professionals or retain key team members with deep industry knowledge. In
addition, newly hired personnel may require significant time and resources to become fully effective, and there is no assurance that they will perform to our expectations.
We may from time to time evaluate and potentially consummate acquisitions, which could require significant management attention, disrupt our business
and adversely affect our financial results.
Our success will depend, in part, on our ability to expand our business. In some
circumstances, we may determine to do so through the acquisition of complementary assets, businesses and technologies rather than through internal development. The identification of suitable acquisition candidates can be difficult, time-consuming
and costly, and we may not be able to successfully complete identified acquisitions. The risks we face in connection with acquisitions include:
•
diversion of management time and focus from operating our business to addressing acquisition integration
challenges;
•
coordination of technology, product development, risk management and sales and marketing functions;
•
retention of employees from the acquired company and retention of our employees due to cultural challenges
associated with integrating employees from the acquired company into our organization;
•
integration of the acquired company’s accounting, management information, human resources and other
administrative systems;
•
the need to implement or improve controls, procedures and policies at a business that prior to the acquisition
may have lacked effective controls, information security safeguards, procedures and policies;
•
potential write-offs or impairments of intangible assets or other assets acquired in the acquisition;
•
liability for activities of the acquired company before the acquisition, including patent and trademark
infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities;
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•
litigation or other claims in connection with the acquired company, including claims from terminated employees,
users, former stockholders or other third parties; and
•
geographic expansion exposes our business to known and unknown regulatory compliance risks including elevated
risks for tax compliance, money laundering controls, and supervisory controls oversight.
Our failure to address these
risks or other problems encountered in connection with our acquisitions and investments could cause us to fail to realize the anticipated benefits of these acquisitions or investments, cause us to incur unanticipated liabilities and harm our
business, generally. Future acquisitions could also result in dilutive issuances of our equity securities, incurrence of debt, contingent liabilities, regulatory obligations to further capitalize our business, and goodwill and intangible asset
impairments, any of which could harm our financial condition and negatively impact our stockholders. To the extent we pay the consideration for any future acquisitions or investments in cash, it would reduce the amount of cash available to us for
other purposes.
Some aspects of our platform include open-source software, and any failure to comply with the terms of one or more of these
open-source licenses could negatively affect our business.
We incorporate open-source software into processes supporting our
business and anticipate using open-source software in the future. The terms of various open-source licenses to which we are subject have not been interpreted by national courts or other authorities, and there is a risk that such licenses could be
construed in a manner that imposes unanticipated conditions or restrictions on our ability to operate our systems, limits our use of the software, inhibits certain aspects of our systems and negatively affects our business operations. Some
open-source licenses contain requirements that we make source code modifications or derivative works we create publicly available or make available on unfavorable terms or at no cost, based upon the type of
open-source
software we use.
While we monitor our use of open-source software and try to ensure
that none is used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open-source license, such use could inadvertently occur, or could be claimed to have occurred, in part because
open-source license terms are often ambiguous. We may face claims from third parties claiming ownership of, or demanding the release or license of, modifications or derivative works that we have developed using such open-source software, or
otherwise seeking to enforce the terms of the applicable open-source license. These claims could result in litigation and if portions of our proprietary technologies are determined to be subject to an open-source license, or if the license terms for
the open-source software that we incorporate change, we could be required to publicly release all or affected portions of our source code, purchase a costly license, cease offering the implicated products or services unless and until we can
re-engineer
such source code in a manner that avoids infringement, discontinue or delay the provision of our offerings if
re-engineering
could not be accomplished on a timely
basis or change our business activities, any of which could negatively affect our business operations and potentially our intellectual property rights. In addition, the
re-engineering
process could require us
to expend significant additional research and development resources, and we may not be able to complete the
re-engineering
process successfully. If we were required to publicly disclose any portion of our
proprietary models, it is possible we could lose the benefit of trade secret protection for our models.
In addition to risks related to
license requirements, the use of certain open-source software can lead to greater risks than the use of third-party commercial software, as open-source licensors generally do not provide support, warranties, indemnification, controls or other
contractual protections regarding infringement claims or the quality of the origin of the software. There is little legal precedent in this area, and any actual or claimed requirement to disclose our proprietary source code or pay damages for breach
of contract could harm our business and could help third parties, including our competitors, develop products and services that are similar to or better than ours. Use of open-source software may also present additional security risks because the
public availability of such software may make it easier for hackers and other third parties to determine how to breach
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our website and systems that rely on open-source software. Any of these risks associated with the use of open-source software could be difficult to eliminate or manage, and if not addressed,
could materially and adversely affect our business, financial condition and results of operations.
Litigation, regulatory actions and compliance
issues could subject us to significant fines, penalties, judgments, remediation costs, negative publicity, changes to our business model, and requirements resulting in increased expenses.
In the ordinary course of business, we may be named as a defendant in various legal actions. All such legal actions are inherently
unpredictable and, regardless of the merits of the claims, litigation is often expensive, time-consuming, disruptive to our operations, and distracting to management. In addition, certain actions may include claims for indeterminate amounts of
damages. Our involvement in any such matter also could cause significant harm to our reputations and divert management attention from the operation of our business, even if the matters are ultimately determined in our favor. If resolved against us,
legal actions could result in significant verdicts and judgments, injunctive relief, equitable relief, and other adverse consequences that may affect our financial condition and how we operate our business, including our decision to continue
operating in certain states. As we continue to expand internationally, we might be affected by the increasingly complex global regulation landscapes in relation to geographic tension or political concerns, such as the final rule by U.S. Department
of the Treasury to implement the Executive Order 14105, which had taken effect in January 2025.
As a participant in the financial
services industry, we need to make regulatory compliance efforts that are significantly time-consuming and require expensive operational and compliance improvement. We may also be subject to investigations by regulatory authorities, such as
industry-wide examination on anti-competition which could result in fines or other penalties. There is no assurance that regulatory matters or other factors will not, in the future, affect how we conduct our business and, in turn, have a material
adverse effect on our business. In addition, from time to time, through our operational and compliance controls, we identify compliance issues that require us to make operational changes and, depending on the nature of the issue, result in financial
remediation to impacted borrowers. These self-identified issues and voluntary remediation payments could be significant, depending on the issue and the number of borrowers impacted, and could generate litigation or regulatory investigations that
subject us to additional risk.
Employee misconduct, which can be difficult to detect and deter, could harm our reputation and subject us to
significant legal liability.
We operate in an industry in which integrity and the confidence of our users is of critical
importance. We are subject to risks of errors and misconduct by our employees that could adversely affect our business, including:
•
engaging in misrepresentation or fraudulent activities when marketing or performing online services to our users;
•
improperly using or disclosing confidential information of our users or other parties;
•
concealing unauthorized or unsuccessful activities; or
•
otherwise not complying with applicable laws and regulations or our internal policies or procedures.
The precautions that we take to detect and deter employee misconduct might not be effective. If any of our employees
engage in illegal, improper, or suspicious activity or other misconduct, we could suffer serious harm to our reputation, financial condition, and our ability to attract new users. We also could become subject to regulatory sanctions and significant
legal liability, which could cause serious harm to our financial condition, reputation, and prospects of attracting additional users.
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Our risk management processes and procedures may not be effective.
We have established risk management processes to identify, measure, monitor, and mitigate various risks such as credit risk, liquidity risk,
operational risk, cybersecurity risk, and reputational risk. However, despite our efforts, there is no assurance that our risk management strategies will always be fully effective, especially in the face of unexpected challenges or changing market
conditions. For instance, operational risks, such as human error or technology failure, are also present, and while we have implemented robust controls, there is always a possibility of failures that could disrupt our services. Cybersecurity remains
another critical concern. Despite investments in security measures, the risk of cyberattacks and data breaches remains. Fluctuations in macroeconomic factors like interest rates, exchange rates, or inflation could impact our users’ ability to
repay loans, which may lead to higher default rates and increased credit losses. Additionally, our liquidity may be constrained if we are unable to secure sufficient capital, or if market conditions make financing more expensive. Lastly,
reputational risk poses a significant challenge, as any negative perceptions, whether justified or not, could harm our user trust, regulatory relationships, and business growth.
If our risk management framework does not effectively mitigate these risks, we could face significant losses and operational setbacks, which
could materially affect our business and financial results.
If we fail to establish and maintain proper and effective internal control over
financial reporting, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in our financial reporting and the trade price of our ordinary shares may decline.
Prior to this offering, we were a private company with limited accounting and financial reporting personnel and other resources with which to
address our internal controls and procedures. Our management has not completed, nor were we required to complete an assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting
firm has not conducted an audit of our internal control over financial reporting. In the course of preparing and auditing our financial statements as of and for the year ended December 31, 2024, we and our independent registered public
accounting firm have identified two material weaknesses in our internal control over financial reporting, and the material weaknesses still existed as of December 31, 2025. If we are unable to remediate the material weaknesses or if we identify
additional material weaknesses in the future or otherwise fail to develop and maintain effective internal control over financial reporting, we may not be able to accurately or timely report our financial condition or results of operations, which may
adversely affect our business.
As defined in the standards established by the U.S. Public Company Accounting Oversight Board, or PCAOB, a
“material weakness” is a deficiency, or a combination of deficiencies, in our internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our financial statements will not be
prevented or detected on a timely basis.
Specifically, the material weaknesses identified relate to our (i) lack of sufficient
accounting and financial reporting personnel with the requisite knowledge and experience in application of U.S. GAAP and SEC reporting requirements to properly address complex U.S. GAAP accounting issues and related disclosures in accordance with
U.S. GAAP and financial reporting requirements set forth by the SEC and (ii) lack of financial reporting policies and procedures that are commensurate with U.S. GAAP and SEC reporting requirements.
We are in the process of implementing a number of measures to address the material weaknesses identified. For details, see
“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Internal Control over Financial Reporting.” However, there is no guarantee that these measures will be effective in addressing the
material weaknesses identified or that we may conclude that they have been fully remediated. In addition, during the course of documenting and testing our internal control procedures, we may identify additional material weaknesses in our internal
control over financial reporting. Such material weakness may cause investors to lose confidence in our reported financial information, limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of
our ADSs.
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Effective internal controls are necessary for us to provide reliable financial reports and
prevent fraud. In addition, Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, will require us and potentially our independent registered public accounting firm to evaluate and report on our internal control over
financial reporting once we become a publicly listed company. In addition, once we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and
report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over
financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report with adverse opinion on our internal controls over financial reporting if it is not satisfied with
our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. The process of implementing our internal controls and complying with
Section 404 will be expensive and time-consuming and will require significant attention of management. We cannot be certain that these measures will ensure that we implement and maintain adequate controls over our financial processes and
reporting in the future. Even if we conclude, and our independent registered public accounting firm concurs, that our internal control over financial reporting provides reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles, because of its inherent limitations, internal control over financial reporting may not prevent or detect fraud or misstatements.
Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our results of operations or cause us to fail to meet our reporting obligations. If we or our independent registered public
accounting firm discover a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in our financial statements and harm our stock price. In addition, a delay in compliance with
Section 404 could subject us to a variety of administrative sanctions, including SEC action, ineligibility for short form resale registration, the suspension or delisting of our ordinary shares from the stock exchange on which it is listed and
the inability of registered broker-dealers to make a market in our ordinary shares which would further reduce our stock price and could harm our business.
Incorrect estimates or assumptions by management in connection with the preparation of our consolidated financial statements could adversely affect our
reported assets, liabilities, income, revenues or expenses.
The preparation of our consolidated financial statements requires
management to make critical accounting estimates and assumptions that affect the reported amounts of assets, liabilities, income, revenues or expenses during the reporting periods. Incorrect estimates and assumptions by management could adversely
affect our reported amounts of assets, liabilities, income, revenues and expenses during the reporting periods. If we make incorrect assumptions or estimates, our reported financial results may be over- or understated, which could materially and
adversely affect our business, financial condition and results of operations.
Our operating metrics are subject to inherent measurement challenges,
and any real or perceived inaccuracies could harm our reputation and adversely affect our business, financial condition, and results of operations.
We rely on certain key operating metrics to evaluate growth trends, assess the performance of our business, monitor developments, allocate
resources, and make strategic decisions. These metrics are calculated using internal data collected through our proprietary systems and methodologies, which have not been independently audited or verified by third parties. While we believe these
metrics reflect reasonable estimates and are useful in tracking our business performance over time, there are inherent limitations and challenges in measuring them accurately. Our methodologies involve numerous assumptions and may be susceptible to
technical limitations, data integrity issues, or system errors.
Additionally, the definitions and calculation methods we use may differ
from those applied by other companies in our industry or from third-party market estimates, which may result in a lack of comparability or confusion among investors and analysts. If investors do not perceive our operating metrics to accurately
represent
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our operating performance, or if we discover material inaccuracies in our operating metrics, our business, financial condition, and results of operations may be materially and adversely affected.
Our business may be adversely affected if we are unable to attract, retain, or expand our merchant base, or if user fraud and merchant defaults
occur in connection with settlement.
Our business is, to a certain extent, influenced by the growth, retention, and overall
engagement of our merchant base. The strength of our merchant relationships is an important driver of transaction volumes and revenue generation. If we are unable to attract new merchants, expand existing relationships, or maintain merchant
satisfaction, our operating performance and growth prospects could be negatively impacted.
We are also exposed to risks of user fraud and
merchant default, particularly in circumstances where we are involved in settlement. Fraudulent transactions, chargebacks, or defaults by merchants may result in financial losses, reputational harm, and increased compliance or operational costs. We
have implemented risk management, monitoring, and fraud prevention systems designed to reduce these exposures. However, such measures may not fully prevent losses, and residual risks could remain significant. Any of these factors, individually or in
combination, could have a material adverse effect on our business, results of operations, and long-term prospects.
Our management has limited
experience operating a public company.
We have incurred and will continue to incur increased costs as a result of operating as a
relatively new public company, and our management will continue to devote substantial time to new compliance initiatives. As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank
Act, as well as rules adopted, and to be adopted, by the SEC and NYSE. Our management and other personnel devote, and we expect will continue to devote a substantial amount of time to these compliance initiatives. For example, our compliance with
Section 404 of the Sarbanes-Oxley Act will require that we incur substantial accounting expense and expend significant management efforts. If we are not able to comply with the requirements of Section 404 in a timely manner, or if we or
our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our shares could decline and we could be subject to sanctions or
investigations by NYSE, the SEC or other regulatory authorities, which would require additional financial and management resources. Furthermore, new changes to existing rules and regulations in the future may increase our legal and financial
compliance costs and make some activities more time-consuming and costly, which would increase our net loss for the foreseeable future. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons
to serve on our Board of Directors, the board committees or as executive officers. This challenge is exacerbated by the heightened personal liability, regulatory scrutiny, and time commitments associated with serving on the board or in senior
management of a U.S.-listed public company, which may deter qualified individuals from accepting such roles, or require us to offer significantly higher compensation or liability protections to attract suitable candidates.
Our executive officers possess significant management expertise, while they have limited experience in the management of a publicly traded
company. Their limited experience in dealing with the increasingly complex laws pertaining to public companies increases the amount of their time devoted to these activities, which will result in less time being devoted to the management and growth
of the business. We continue to evaluate whether we have adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal control over financial reporting required of public
companies. If we are required to expand our employee base and hire additional employees to support our operations as a public company, our operating costs will increase in future periods.
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We involve third parties in services, systems and information technology applications, and a breach or
violation of law by one of these third parties could disrupt our business or provide our competitors with an opportunity to enhance their position at our expense.
We involve third parties in financial, technology and insurance services, systems and information technology applications. In the event these
third parties fail to provide these services adequately, including as a result of financial difficulty or insolvency, errors in their systems, outages or events beyond their control, or refuse to provide these services on terms acceptable to us or
at all, and we are not able to find suitable alternatives in time, our business may be materially and adversely affected.
Third-party
vendors are partially involved in our software and systems development, servicing systems, the timely transmission of information across our data communication network, and for other telecommunications, processing, remittance and technology related
services in connection with our servicing or payment services businesses. If current vendors were to stop providing services to us on acceptable terms, we may be unable to procure alternatives from other vendors in a timely and efficient manner and
on acceptable terms, or at all. If a service provider fails to provide the services required or expected or fails to meet applicable contractual or regulatory requirements such as service levels or compliance with applicable laws, the failure could
negatively impact our business. Such a failure could also adversely affect the perception of the reliability of our networks and services and the quality of our brand, which could materially adversely affect our business and results of operations.
We may not have sufficient insurance coverage to cover our potential liability or losses.
We face various risks in connection with our business and may lack adequate insurance coverage or have no relevant insurance coverage. We have
purchased mandatory insurances in accordance with laws and regulations in jurisdictions where we operate. However, our current insurance coverage may not be sufficient to prevent us from suffering any loss and there is no certainty that we will be
able to successfully claim our losses under our current insurance policy on a timely basis, or at all. Any uninsured occurrence including, among others, business disruption, material litigation, natural disaster or significant damages to our
uninsured equipment or facilities may result in substantial costs and the diversion of resources. If we were held liable for uninsured losses or amounts and claims for insured losses exceeding the limits of our insurance coverage, our business,
financial condition, results of operations and prospects may be materially and adversely affected.
We may grant share-based awards in the future,
which may result in increased share-based compensation expenses and have an adverse effect on our future profitability.
We believe
the granting of share-based compensation awards is important to attract and retain key personnel and employees, and we may grant share-based compensation awards to employees in the future. We may adopt new equity-based award plans upon the
completion of this offering and the concurrent private placement. As a result, our expenses associated with share-based compensation may increase, which may have an adverse effect on our results of operations.
We could be subject to changes in our tax rates, the adoption of new local or overseas tax legislation or exposure to additional tax liabilities.
Our future effective tax rates and tax liabilities could be favorably or unfavorably affected by unanticipated changes in the mix
of earnings in countries with differing statutory tax rates, changes in the valuation of our deferred tax assets and liabilities, or by changes in tax laws or interpretation of such laws. In addition, we may be subject to the examination of our
income tax returns by U.S. and
non-U.S.
tax authorities. We regularly assess the potential outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There can be
no assurance that the outcomes from these examinations will not have an adverse effect on our consolidated operating results and financial condition.
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Our business may be adversely affected by computer malware, social engineering, phishing, physical or
electronic
break-ins,
technical errors and similar disruption.
Our technologies and
platform may become an attractive target for hacking and potentially vulnerable to computer viruses, physical or electronic
break-ins
and similar disruptions. It is possible that we may not be able to
anticipate or to implement effective preventive measures against all security breaches of these types, in which case there would be an increased risk of fraud or identity theft. Security breaches could occur from outside our Company, and also from
the actions of persons inside our Company who may have authorized or unauthorized access to our technology systems. In addition, the software that we have developed to use in our daily operations is highly complex and may contain undetected
technical errors that could cause our computer systems to fail. Additionally, if hackers were able to access our secure files, they might be able to gain access to the personal information of our users. If we are unable to prevent such activity, we
may be subject to significant liability, negative publicity and a material loss of users, all of which may negatively affect our business.
We, our
directors, officers, shareholders and employees may be subject to legal proceedings and regulatory actions, which could result in reputational harm and significant liabilities.
We are not currently involved in any material legal proceedings. However, due to the nature of our operations as a fintech platform and
financial services provider operating across multiple markets, we, our directors, shareholders, management and employees may from time to time be involved in legal proceedings, regulatory investigations or enforcement actions relating to commercial,
employment, labor, data protection, consumer protection, anti-money laundering, antitrust, securities or other matters.
Legal and
regulatory proceedings may be costly, time-consuming and disruptive to our operations. We may be required to incur substantial legal expenses, divert management attention, or pay damages or settlements, regardless of the merits of such claims. In
addition, adverse publicity arising from such proceedings, whether or not we are ultimately found liable, could harm our reputation, user trust and relationships with regulators and business partners.
Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects.
Increasing focus on environmental, social and governance matters may expose us to additional costs, regulatory requirements and reputational risks.
In addition to financial performance, companies operating in the fintech and technology sectors are increasingly evaluated by
investors, regulators and other stakeholders based on their performance with respect to environmental, social and governance (“ESG”) matters. Such assessments may consider a wide range of factors, including data protection and
cybersecurity practices, consumer protection, financial inclusion, ethical conduct, employee practices, diversity and inclusion, climate-related impacts, and the role of the board in overseeing sustainability and compliance matters.
Institutional investors and other market participants have increasingly emphasized ESG considerations in their investment and engagement
decisions. As a result, we may be subject to increased scrutiny, disclosure expectations and compliance costs in relation to
ESG-related
matters. There can be no assurance that we will be able to successfully
manage evolving ESG expectations or comply with all applicable or emerging
ESG-related
laws, regulations and standards in the jurisdictions where we operate.
Any failure, or perceived failure, to adequately address ESG matters could adversely affect our reputation, limit access to capital, reduce
investor interest and have a material adverse effect on our business, financial condition and results of operations.
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The proposed secondary listing of our ordinary shares or of depositary receipts representing our
ordinary shares on the NGX may not be completed, and if completed, our ordinary shares or depositary receipts listed on the NGX may not be fungible with or exchangeable into our ADSs listed on the NYSE, which could adversely affect liquidity and
trading prices, unless appropriate cross-market arrangements are established.
The proposed secondary listing on the NGX would be
subject to the applicable legal and regulatory requirements and our receipt of all necessary approvals. There can be no assurance that the necessary approvals will be obtained, or that the proposed secondary listing will be completed within any
anticipated time frame or at all. Unless and until appropriate cross-market arrangements are established, securities traded on the NGX may not be fungible with or exchangeable into our ADSs traded on the NYSE, which could limit investors’
ability to transfer holdings between markets, fragment liquidity and result in price differences or increased volatility. Even if the proposed secondary listing is completed, and arrangements facilitating movement between the two markets are
established, there can be no assurance that it will develop an active trading market or achieve the anticipated expansion of our investor base or improvement in liquidity.
There remain some uncertainties as to whether we will be required to obtain approvals from PRC authorities to list on the U.S. exchanges and offer
securities in the future, and if required, we cannot assure you that we will be able to obtain such approval.
On February 17,
2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Administrative Measures”) and five supporting guidelines (collectively, the “CSRC Filing
Rules”), which came into effect on March 31, 2023. The CSRC Filing Rules require PRC domestic companies that seek to offer or list securities overseas to fulfill certain filing procedures and report relevant information. The CSRC Filing
Rules also stated that the determination of whether it is applicable to the issuer will be done in accordance with the principle of “substance over form.” There remains uncertainty as to how the CSRC Filing Rules will be interpreted or
implemented.
As advised by our PRC Counsel, we are not required to obtain regulatory approval from the CSRC or go through the filing
procedures under the CSRC Filing Rules before ADSs can be listed or offered in the United States because (i) we did not generate any revenues within mainland China in 2025, being the most recent accounting year, and all of our operating assets
are located outside of mainland China, (ii) our business activities are conducted outside mainland China, and our places of business are located outside mainland China, and (iii) our senior managers in charge of our business operation and
management are predominantly non-PRC citizens or not domiciled in mainland China. We cannot assure you that we are not, or will not be, subject to such filing requirements for this contemplated offering and listing in the United States and our
securities offering in the future, in which case we may not be able to get clearance from the CSRC in a timely manner, or at all.
Furthermore, changing regulatory requirements and any failure of us to fully comply with new regulatory requirements may significantly limit
or completely hinder our ability to offer or continue to offer the ADSs, cause significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations, and
cause the ADSs to significantly decline in value or become worthless.
Our business is subject to the risks of natural disasters, power outages,
telecommunications failures and similar events, and to interruptions by human-made problems such as terrorism, cyberattack, and other actions, which may impact the demand for our products or our users’ ability to repay their loans.
Events beyond our control may damage our ability to maintain our platform and provide services to our users. Such events include,
but are not limited to, hurricanes, earthquakes, fires, floods and other natural disasters, public health crises, power outages, telecommunications failures and similar events. Despite any precautions we may take, system interruptions and delays
could occur if there is a natural disaster, if a
third-party
provider closes a facility we use without adequate notice for financial or other reasons, or if there are other
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unanticipated problems at our leased facilities. Because we rely heavily on our servers, computer and communications systems and the Internet to conduct our business and provide high-quality
fintech services to our users, disruptions could harm our ability to effectively run our business. Moreover, our users face similar risks, which could directly or indirectly impact our business. Terrorism, cyberattacks and other criminal, tortious
or unintentional actions could also give rise to significant disruptions to our operations. Our business interruption insurance may not be sufficient to compensate us for losses that may result from interruptions in our service as a result of system
failures or other disruptions. Comparable natural and other risks may reduce demand for our fintech services or cause our users to suffer significant losses and/or incur significant disruption in their respective operations, which may affect their
ability to satisfy their obligations towards us. All of the foregoing could materially and adversely affect our business, results of operations and financial condition.
Risks Related to Doing Business in Jurisdictions Where We operate
We have a present concentration of business in Nigeria.
At present, most of our business operations are conducted in Nigeria. As a result, our business, results of operations, financial condition and
prospects are particularly exposed to economic, political, regulatory and market developments in Nigeria. Changes in inflation, currency values, interest rates, fiscal or monetary policies, infrastructure conditions or regulatory requirements could
increase our costs, affect pricing and liquidity, disrupt our operations or otherwise adversely affect our business.
A large portion of
our cash and investment balances is held with financial institutions in Nigeria, and a majority of our accounts receivable, loans and interest receivable are derived from customers and borrowers located in Nigeria. Adverse developments affecting
Nigeria, relevant financial institutions or our customers and borrowers could increase credit losses, impair asset recoverability or adversely affect our liquidity. Although we conduct credit evaluations and ongoing monitoring, these measures may
not prevent losses in all circumstances. Any of the above factors, individually or in combination, could have a material adverse effect on our business, results of operations, financial condition and prospects.
Regional instability may adversely affect our business, financial condition and results of operations.
We have business operations in Middle East and African countries such as Egypt. Recent military actions involving Iran and the surrounding Gulf
States have contributed to disruptions in regional transportation, shipping, ports, energy infrastructure, travel and broader business activity, and have increased volatility in commodity prices, financial markets and macroeconomic conditions in the
region. Although we have not experienced any material direct disruption to date, any further escalation or prolonged instability could adversely affect employee mobility, counterparties, payment flows, business continuity, customer activity and the
general operating environment in the jurisdictions in which we operate. Any such developments could negatively affect our operations, growth prospects, financial condition and results of operations.
The ability of our subsidiaries to distribute dividends to us may be subject to restrictions under the laws of their respective jurisdictions.
We are a holding company. Part of our primary internal sources of funds to meet our cash needs is our share of the dividends, if
any, paid by our subsidiaries. The distribution of dividends to us from the subsidiaries in these markets as well as other markets where we operate is subject to restrictions imposed by the applicable Laws and regulations in these markets. For
example, in Nigeria, there are restrictions on the declaration of dividends by our microfinance banking subsidiary. Specifically, the Banks and other Financial Institutions Act, 2020 and the Revised Regulatory and Supervisory Guidelines for
Microfinance Banks in Nigeria, 2012 restrict the declaration and payment of dividend until a microfinance bank has (i) completely written-off all of its preliminary and pre-operational expenses, organizational expenses, shares selling
commission, brokerage, amount of losses incurred, and other capitalized expenses not represented by tangible assets; (ii) made the adequate provisions to the
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satisfaction of the CBN for actual and contingent losses on assets, liabilities, off balance sheet commitments and such unearned incomes as are derivable therefrom; (iii) satisfied the minimum
capital adequacy ratio requirement specified by the CBN, and (iv) satisfied any other governance and prudential requirements that may be stipulated by the CBN. Where the payment of dividend would result in withdrawal of any part of the free reserves
due to inadequacy of the profit for the year or where the statutory report of the auditors on the Annual Accounts of the bank is not satisfactory, the MFB is required to obtain approval from the CBN to declare dividends. Additionally, there are
restrictions on payment of dividends under the Temporary Suspension of Dividend Payments, Bonuses and Investment in Foreign Subsidiaries, 2025 affecting banks currently benefiting from credit exposures or single obligor limit forbearance.
Repatriation and conversion of dividends to foreign currency from Nigeria through the Nigerian Foreign Exchange Market may only be effected upon submission of all requisite documentation, including an electronic Certificate of Capital Importation
(an “e-CCI”) evidencing the importation of capital into Nigeria as well as exportation of proceeds, in accordance with the provisions of the Foreign Exchange (Monitoring and Miscellaneous Provisions) Act (as amended) and the Forex
Manual.
Meanwhile, under Indonesian Company Law, a limited liability company must allocate a portion of its annual net profits as a
statutory reserve until such reserve reaches at least 20% of its issued and paid-up capital before any dividends may be distributed to its shareholders. Such statutory reserve and similar capital maintenance requirements in certain jurisdictions may
limit the amount of dividends that our subsidiaries may distribute to us. In addition, although there are currently no foreign exchange control regulations which restrict the ability of our subsidiaries in some of our markets to distribute dividends
to us, the relevant regulations may be changed and the ability of these subsidiaries to distribute dividends to us may be restricted in the future.
Failure to meet capital adequacy and liquidity requirements applicable to our Nigeria microfinance banking subsidiary could adversely affect our
business.
Our microfinance banking subsidiary operating in Nigeria is regulated by the CBN and is required to maintain adequate
capital resources and comply with specified capital adequacy and liquidity ratios prescribed by the CBN. Compliance with these capital adequacy requirements may require us to retain earnings, raise additional capital, limit balance-sheet growth,
adjust our business model, or reduce exposure to certain assets or activities. There can be no assurance that we will be able to maintain sufficient capital levels at all times, particularly during periods of rapid growth, regulatory change, or
adverse economic conditions.
Although we currently meet the applicable capital adequacy ratio requirements, we have failed to do so in
the past and may fail again in the future. Any such failure could restrict our operations or adversely affect our business, financial condition, and results of operations. If we fail to meet applicable capital adequacy requirements, the CBN may take
certain supervisory or regulatory actions that could adversely impact our business in Nigeria, financial condition and result of operations, and limit our activities and restrict the payment of dividend by our subsidiaries in Nigeria.
If the yield on our short-term investments declines or if the asset managers we use are unable to return our funds on a timely basis, it could adversely
impact our business and our ability to fund the returns we offer on our savings products, which could harm our liquidity and results of operations.
We earn interest income on short-term investments, and as of June 30, 2026, we had US$532.9 million of short-term investments placed
through several domestically licensed asset management companies in Nigeria (“AMC-managed products”), and we also invest in Nigerian treasury bills and similar instruments. The underlying assets of these AMC-managed products include
fixed-income securities, such as treasury bills issued by the CBN, money market funds and other liquid instruments, with yields typically ranging between 14% to 24% during the reporting periods. The returns we earn on these
AMC-managed
products are subject to changes in interest rates and market conditions, and the yields available on reinvestment may decline. In addition, certain assets held by AMC-managed products may include
non-fixed income investments, and in some cases the size, nature, tenure and composition, sector and geographical exposure of the underlying assets may not be fully transparent at all times. Fluctuations in the performance, liquidity or valuation of
such underlying assets could
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adversely affect the investment returns of AMC-managed products. Furthermore, AMC-managed products may be exposed to counterparty and settlement risk, including the risk that issuers, custodians,
counterparties or other service providers fail to perform their contractual obligations or experience financial distress. While standard settlement typically occurs within T+1 to T+3, many AMC agreements contain force majeure provisions, which
release AMCs from liability if delays occur due to failures in financial systems, banking infrastructure, or other issues within the financial services sector. In the event of a systemic liquidity crisis, multiple AMCs could invoke such clauses
simultaneously, resulting in an inability to access funds while still being obligated to meet guaranteed returns to customers, with no penalties or compensation for the delay.
Any such counterparty default or deterioration in creditworthiness could result in losses, delays in settlement, or other disruptions, which
could negatively impact investment performance, liquidity and the overall attractiveness of AMC-managed products. Moreover, we may be subject to various penalties if we withdraw our investments early or have delays in making payments, which could
adversely impact our liquidity and financial performance.
We offer guaranteed returns on certain savings products. If the returns we earn
on our short-term investments are below the returns we owe to customers, we may be required to fund the difference from our own resources. This could reduce our profitability, cash flows and capital adequacy and could require us to use liquidity and
capital to fulfill the funding gap that would otherwise be available for operations or growth, and for complying to regulatory capital requirements.
In addition, although the asset managers we partner with are licensed, we remain exposed to the risk that one or more of them experiences
operational failures, poor investment performance, liquidity constraints, misconduct, insolvency, or regulatory intervention for the broader Nigerian asset management sector. In any of these events, we may not be able to redeem or transfer our
investments when expected, including to meet savings products’ customer withdrawals or payout obligations. Even investments that are generally viewed as lower risk, such as treasury bills, can be subject to price volatility prior to maturity
and settlement delays in stressed conditions, which could materially and adversely affect our business, financial condition and results of operations.
We hold licenses that result in substantial compliance costs, and our business would be adversely affected if our licenses are impaired as a result of
non-compliance
with those requirements.
We currently hold licenses in connection with our
financial services and Credit Services. Changes in licensing laws may result in increased disclosure requirements, increased fees, or may impose other conditions to licensing that we or our personnel are unable to meet. In most jurisdictions in
which we operate, a regulatory agency or agencies regulate and enforce laws relating to financial services. We are subject to examinations by national and other regulators in the jurisdictions in which we conduct business, which can result in
increases in our administrative costs and refunds to borrowers of certain fees earned by us, and we may be required to pay substantial penalties imposed by those regulators due to compliance errors, or we may lose our license or our ability to do
business in the jurisdiction otherwise may be impaired. Fines and penalties incurred in one jurisdiction may cause investigations or other actions by regulators in other jurisdictions.
We may not be able to maintain all currently required licenses and permits. If we change or expand our business activities, we may be required
to obtain additional licenses before we can engage in those activities. If we apply for a new license, a regulator may determine that we were required to do so at an earlier point in time, and as a result, may impose penalties or refuse to issue the
license, which could require us to modify or limit our activities in the relevant state. Jurisdictions may also expand or otherwise modify their current regulations and if such jurisdictions so act, we may not be able to comply with such updated
regulations or maintain all requisite licenses and permits in such jurisdictions or our costs of compliance with and maintenance of such licenses or permits may materially increase.
In addition, the jurisdictions that currently do not provide extensive regulation of our business may later choose to do so, and if such
jurisdictions so act, we may not be able to obtain or maintain all requisite licenses
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and permits, which could require us to modify or limit our activities in the relevant state or states. The failure to satisfy those and other regulatory requirements could result in a default of
our arrangements with various partners, our other financial arrangements and/or servicing agreements and thereby having a material adverse effect on our business, financial condition and results of operations.
Changes in applicable laws and regulations, as well as changes in government enforcement policies and priorities, may negatively impact the management
of our business, results of operations, ability to offer certain products or the terms and conditions upon which they are offered, and ability to compete.
Fintech regulation is constantly changing, and new laws or regulations, or new interpretations of existing laws or regulations, could have a
materially adverse impact on our ability to operate as currently intended, and cause us to incur significant expense in order to ensure compliance. Governmental financial services regulators are also enforcing existing laws, regulations, and rules
aggressively and enhancing their supervisory expectations regarding the management of legal and regulatory compliance risks. From time to time, we have been, and may in the future be subject to routine or ad hoc regulatory reviews. Such reviews or
measures may require us to allocate management time and resources to address regulatory inquiries or to temporarily adjust certain aspects of our operations. Although we strive to resolve such matters in the ordinary course of business, any
regulatory review or supervisory action could, depending on its scope and duration, result in operational constraints, including limitations, such as temporary restrictions or suspensions, on customer onboarding, which could adversely affect our
revenue, growth prospects and business operations.
These regulatory changes and uncertainties could also adversely impact our business
planning and could result in changes to our business model and potentially adversely impact our results of operations. For instance, if the application of consumer protection laws were to cause our credit services, or any of the terms of our credit
services, to be unenforceable against the relevant borrowers, our business will be materially adversely affected. Even if we seek to comply with licensing and other requirements that we believe may be applicable to us, if we are found to not have
complied with applicable laws, we could lose one or more of our licenses or authorizations or face other sanctions or penalties or be required to obtain a license in one or more such jurisdictions, which may have an adverse effect on our business.
Proposals to change the statutes affecting financial services companies are frequently introduced that, if enacted, may affect their
operating environment in substantial and unpredictable ways. In addition, numerous federal and state regulators have the authority to promulgate or change regulations that could have a similar effect on our operating environment. We cannot determine
with any degree of certainty whether any such legislative or regulatory proposals will be enacted and, if enacted, the ultimate impact that any such potential legislation or implementing regulations, or any such potential regulatory actions by
federal or state regulators, would have upon our business.
New laws, regulations, policy or changes in enforcement of existing laws or
regulations applicable to our business, or reexamination of current practices, could adversely impact our profitability, limit our ability to continue existing or pursue new business activities, require us to change certain of our business
practices, affect retention of key personnel, or expose us to additional costs (including increased compliance costs and/or user remediation). These changes also may require us to invest significant resources, and devote significant management
attention, to make any necessary changes and could adversely affect our business.
We operate in challenging environments and are subject to
anti-money laundering and countering the financing of terrorism (AML/CFT) laws, economic and trade sanctions regulations, and similar financial crime laws; failure to comply with them and misuse of our services by customers could subject us to
significant regulatory, civil, or criminal liability or lead to additional material adverse consequences to our business operation.
We operate fintech businesses across multiple jurisdictions, primarily including Nigeria, Indonesia, Egypt and Pakistan, each of which has its
own evolving AML/ CFT, sanctions and related regulatory regimes. The jurisdictions in which we operate have varying levels of regulatory maturity and enforcement practices and present a high risk from an AML/CFT and related financial crime
perspective. Nigeria and Pakistan have
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historically been subject to increased monitoring with respect to the sufficiency of their AML/CFT compliance regimes by the Financial Action Task Force. As a result, our business is subject to
high AML/CFT and related financial crime risk and we are subject to extensive and complex AML/CFT obligations imposed on digital financial service providers and heightened scrutiny by regulators and financial institution partners, covering areas
like customer due diligence, KYC procedures, transaction monitoring, suspicious activities and suspicious transaction reporting, record retention, and ongoing risk assessments.
Moreover, listing in the U.S. could subject us to increased U.S. jurisdiction for purposes of U.S. sanctions enforcement, especially if we
inadvertently engage in activities that violate U.S. sanctions or those of other international bodies. Given technical limitations in monitoring user activity, including the ability of users to provide false or misleading information or attempt
sanctions-evasion, it is possible that we may inadvertently and without our knowledge provide services to individuals or entities in violation of sanctions or embargoes. To comply with these regulations and to address the high AML/CFT and financial
crime risks presented by these jurisdictions and our business model, we must establish, maintain, and effectively implement robust AML/CFT and sanctions compliance programs, procedures, and controls, all as part of our everyday business operations
and in collaboration with our business partners. We may utilize the services of third-party vendors, such as screening tools and transaction monitoring solutions, to support these compliance efforts and to prevent our platform from being used to
facilitate business with sanctioned persons or jurisdictions. Despite these efforts, we cannot guarantee that our screening tools and transaction monitoring solutions will be effective in preventing sanctioned persons or persons in sanctioned
jurisdictions from using our services. Failure to comply with sanctions-related rules and regulations could result in fines, criminal and civil lawsuits, forfeiture of assets, or other enforcement actions.
There are several inherent risks associated with the establishment, implementation, and supervision of our AML/CFT and sanctions compliance
framework. To begin with, combatting money laundering and other fraudulent or illegal activities is a significant challenge in the digital financial services industry because transactions are conducted between parties who are not physically present
and for whom it is difficult to ascertain the true purpose of funds transfer, which creates opportunities for misrepresentation and abuse.
Additionally, given the large scale and continuous growth of our user base, the high volume and frequency of transactions processed through
our platform, and the fact that we serve a broad spectrum of individual users, micro-merchants and small businesses, our AML/CFT and sanctions compliance framework is inherently high risk and complex from an AML/CFT and financial crime perspective.
The highly automated nature of our services makes our operations an attractive target for misuse, including fraudulent or illegal activities, money laundering, terrorism financing, sanctions violations, and other illicit or malicious practices.
Additionally, criminals are using increasingly sophisticated methods to engage in illegal activities and digital financial service providers like us, may be especially vulnerable to criminal misuse of our services. In the event that we or any of our
users engage in illegal conduct, including conduct that facilitates money laundering, terrorist financing, sanctions violations, or other illicit activity, we may be subject to significant regulatory, civil, or criminal liability, which could also
result in additional material adverse consequences to our business operations.
In addition, the effectiveness of our AML/CFT program and
controls depends critically on multiple factors, including the quality and accuracy of user-provided information at onboarding, the sophistication and performance of our risk models and customer risk assessment methodologies, the robustness and
responsiveness of our transaction monitoring systems, and the consistent and timely execution of policies and procedures across our different geographic markets and business lines. It is possible that our AML/CFT program and controls may be
ineffective and that users of our platform may engage in illicit activity. Additionally, the effectiveness of our AML/CFT program and controls have not been audited by a third party. We are in the process of commissioning a third-party audit of the
effectiveness of our AML/CFT controls across the jurisdictions in which we operate and it is possible that the third party audit may find weaknesses or deficiencies in our AML/CFT program and controls requiring remediation.
We rely
heavily on our employees to assist us by spotting illegal and improper activities and reporting them, and our employees have varying degrees of experience in recognizing criminal
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tactics and understanding the level of sophistication of criminal organizations. If we decide to instead outsource any of our customer due diligence, customer screening or anti-financial crime
operations, we would remain responsible and accountable for full compliance and any breaches. If we are unable to apply the necessary scrutiny and oversight of employees, third parties to whom we outsource certain tasks and processes, we will face
increased risks of regulatory breaches. Any failures to comply with our obligations in this area in a timely manner, or any deficiencies in the design or implementation of our AML/CFT and sanctions compliance systems, including failures to timely
detect, investigate or report suspicious activities, could expose us to significant regulatory, civil or criminal liability, or lead to material adverse consequences to our business operation. Moreover, regulatory expectations and enforcement
practices relating to AML/CFT, sanctions and other financial crime areas continue to evolve and, in some jurisdictions where we operate, may be subject to heightened enforcement focus. Regulators may adopt more stringent interpretations of existing
rules, introduce new compliance requirements, or increase supervisory inspections and investigations. For example, our business model includes agent banking operations, which present specific AML/CFT compliance challenges. Recently in
October 2025, the CBN issued the Guidelines for the Operations of Agent Banking in Nigeria which, among other things, introduced enhanced operational and compliance requirements for principals engaged in agent banking. Furthermore, the
Guidelines require agents to act exclusively for a single principal, impose enhanced due diligence, monitoring and reporting obligations, require the use of dedicated agent accounts, and provide for significant sanctions for non-compliance.
Compliance with these requirements may increase our operational and compliance costs, reduce the pool of available agents, increase competition for qualified agents, require changes to our systems and processes, and adversely affect our ability to
recruit, retain and expand our agent network. Failure to comply could expose us to regulatory sanctions, financial penalties, restrictions on our agent banking operations or other adverse regulatory action that the CBN could impose/take. Similar
regulatory developments may occur in other jurisdictions where we operate, potentially requiring changes to our business practices and adjustments to our compliance program. We may not be able to comply, in a timely manner or at all, with new
regulations, or obtain appropriate exemptions from regulatory authorities, and any new requirements or changes to existing requirements could impose significant costs, result in delays to planned product improvements, revocation of relevant license,
or suspension on certain parts of our business, make it more difficult for new customers to join our platform and reduce the attractiveness of our products and services.
Our ongoing compliance with AML/CFT requirements is dependent on our, as well as our partner banks, obtaining and maintaining the requisite
licenses and regulatory approvals required to conduct our business activities. For example, in Egypt, we operate through partner bank arrangements and provide our current products and services pursuant to licenses granted by the Central Bank of
Egypt to our partner banks. These arrangements permit us to operate our existing business in Egypt and are subject to ongoing regulatory oversight and compliance with applicable regulatory and AML/CFT requirements. We are currently in the process of
obtaining an independent license from the Central Bank of Egypt for our business operations in this market. Any failure by us or our partner banks to obtain, maintain, or renew licenses in any required jurisdictions, any delay or inability to obtain
the required authorizations, or any change in regulatory interpretation or supervisory expectations, as well as our and our partner banks’ ability to establish, maintain, and effectively implement robust AML/CFT compliance programs, could
restrict our ability to continue or expand our operations and may require us to modify our business model or incur additional compliance costs.
Additionally, as our business continues to scale, we must maintain sufficient staffing, expertise and resources to support our AML/CFT and
sanctions compliance program, including the recruitment and retention of qualified compliance personnel, the provision of ongoing training, and the consistent application of policies and procedures across an expanding geographic footprint. Our
current compliance staffing may be inadequate to address the AML/CFT, sanctions, and financial crime risk profile of our operations and any failure to maintain adequate resourcing or ensure the effectiveness and competence of our compliance
personnel could result in gaps in monitoring, detection and escalation of financial crime risk.
While we have developed and implemented
policies and procedures designed to ensure compliance by us and our personnel with applicable anti-money laundering and sanctions laws and regulations, such policies and
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procedures may not be effective in all instances to prevent violations, either directly or through intermediaries. If we fail to adapt our compliance framework in a timely and effective manner,
or if local or international regulators determine that our AML/CFT or sanctions controls are inadequate, we could be subject to substantial fines, penalties, remediation obligations, restrictions on certain business activities, suspension or
revocation of licenses, or increased supervisory oversight. These compliance challenges underscore the importance of robust AML/CFT controls and the regulatory risks inherent in our operating jurisdictions.
Any actual, alleged, or perceived failure to comply with AML/CFT economic and trade sanctions, and similar financial crime laws could also
result in reputational harm, loss of user and partner confidence, diversion of management attention, increased compliance and operating costs, and limitations on our ability to expand or operate in certain markets. As a result, our business,
financial condition, results of operations and growth prospects could be materially and adversely affected.
Our business activities are subject to
risks in relation to regulatory actions and suspensions.
Our ability to operate smoothly is closely tied to maintaining compliance
with AML/CFT, and sanctions laws across the jurisdictions where we operate. If we fail to adapt our compliance framework in a timely and effective manner, or if local or international regulators determine that our AML/CFT or sanctions controls are
inadequate, we could be subject to significant regulatory and commercial consequences. These may include substantial fines, penalties, remediation obligations, restrictions on certain business activities, suspension or revocation of licenses, or
increased supervisory oversight. Such regulatory actions and potential future disruptions could significantly affect our commercial operations. Failures to meet AML/CFT regulatory standards can result in restrictions on customer engagement, business
activity, and access to financial services in certain regions. These disruptions not only cause reputational harm but can also jeopardize customer confidence and engagement, leading to a negative impact on market perception and overall business
performance.
We are subject to anti-corruption laws and regulations, and failure to comply with them could expose us to significant liability or
adverse consequences.
The jurisdictions in which we operate present elevated anti-corruption risk and are subject to varying
degrees of enforcement of anti-bribery and anti-corruption laws. As a global fintech platform, we are required to comply with applicable anti-corruption laws and regulations in all markets we serve, particularly in regions such as Nigeria,
Indonesia, Egypt, and Pakistan.
These regions are governed by evolving anti-corruption regulations and present heightened risks of
corruption or bribery, making it essential that we maintain robust compliance programs and uphold transparent and ethical business practices.
In addition, upon our listing in the United States, we will become subject to the U.S. Foreign Corrupt Practices Act (“FCPA”),
which imposes stringent requirements relating to anti-bribery provisions, internal controls, and accurate books and records. Compliance with the FCPA will introduce additional risks and challenges, particularly given our operations in markets where
bribery and corruption may be more prevalent and where enforcement of anti-corruption laws may be inconsistent.
We face significant risks
if we fail to comply with the FCPA and other applicable anti-corruption laws, which generally prohibit companies, as well as their agents and third-party intermediaries, from authorizing, offering, or providing, directly or indirectly, improper
payments or benefits to foreign government officials, political parties, or private-sector recipients for the purpose of obtaining or retaining business, directing business to any person, or securing any improper advantage. Although we have
implemented an anti-corruption compliance policy, we cannot assure that all of our employees, customers, agents, or third-party contractors to whom we outsource certain business operations will act in compliance with our policies, contractual
obligations, and applicable laws, and we may be held responsible for violations by such parties.
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Any violation of the FCPA or other applicable anti-corruption laws could result in
investigations or enforcement actions by U.S. or foreign regulators, civil or criminal penalties, significant fines, disgorgement of profits, injunctions restricting future conduct, securities litigation, and reputational harm or loss of investor
confidence, any of which could materially and adversely affect our business, financial condition, and results of operations.
We are subject to
supervision and regulation in several jurisdictions and failure to maintain or comply with licensing and regulatory status requirements could result in significant disruptions to our business or even in our losing the ability to conduct our
business.
As we operate across multiple jurisdictions, we are subject to various licensing and regulatory requirements. The
regulatory environment in these markets can be complex and is subject to frequent changes. If we fail to maintain the necessary licenses or fail to comply with regulatory requirements, we could face the suspension or revocation of licenses, halting
our ability to operate in certain regions. These potential regulatory failures could negatively affect our ability to expand, conduct business, and maintain financial stability.
We are at risk of fraud and misuse of our services.
Given the nature of our services, the scale of our platform, and the volume of transactions we handle, there is a significant risk that our
services may be misused for fraudulent or criminal activities, including money laundering, terrorist financing, or other illicit financial activities. Despite robust monitoring systems, the risk of fraud remains a concern, and failures to detect or
prevent fraud in a timely manner could expose us to legal liabilities, financial losses, regulatory sanctions, and reputational harm. Additionally, any misuse of our services by customers could undermine the trust and security of our platform,
impacting user confidence and business growth.
Regulations relating to privacy, information security and data protection could increase our costs,
affect or limit how we collect and use personal information, and adversely affect our business opportunities.
We are subject to
various privacy, information security and data protection laws, including requirements concerning security breach notification, and we could be negatively impacted by them. Such laws and regulations may impose certain limitations on the ability to
collect and share users’ non-public personal information with nonaffiliated third parties or require certain disclosures to consumers about their information collection, sharing and security practices and their right to “opt out”
of the institution’s disclosure of their personal financial information to nonaffiliated third parties.
Furthermore, legislators
and/or regulators are increasingly adopting new and/or amending existing privacy, information security and data protection laws that potentially could have a significant impact on our current and planned privacy, data protection and information
security-related practices; our policies and practices related to the collection, use, sharing, retention and safeguarding of consumer and/or employee information; and some of our current or planned business activities. New requirements, originating
from new or amended laws, could also increase our costs of compliance and business operations and could reduce income from certain business initiatives.
Compliance with current or future privacy, information security and data protection laws (including those regarding security breach
notification) affecting user and/or employee data to which we are subject could result in higher compliance and technology costs and could restrict our ability to provide certain products and services (such as solutions or services that involve
sharing information with third parties or storing sensitive card information), which could materially and adversely affect our profitability. Additionally, there is always a danger that regulators can attempt to assert authority over our business in
the area of privacy, information security and data protection. In addition, if our vendors and/or service providers are or become subject to laws and regulations in the jurisdictions that have enacted more stringent and expansive legislation
applicable to privacy, information and/or data protection, the costs that these vendors and service providers must incur in becoming compliant may be passed along to us, resulting in increasing costs on our business.
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Government authorities also may initiate actions for alleged violations of privacy or
security requirements. Our failure to comply with evolving privacy, information security and data protection laws could result in potentially significant regulatory investigations and government actions, litigation, penalties, fines or sanctions,
consumer or merchant actions and damage to our reputation and brand, all of which could have a material adverse effect on our business.
Should we undertake a further international expansion of our business, we may be required to comply with additional stringent privacy and data
protection laws. These regulations may interfere with our intended business activities, inhibit our ability to expand into those markets or prohibit us from continuing to offer services in those markets without significant additional costs.
The regulatory framework governing the collection, processing, storage, use and sharing of certain information, particularly financial and
other personal information, is rapidly evolving and is likely to continue to be subject to uncertainty and varying interpretations. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with laws in other
jurisdictions or with our existing data management practices or the features of our services and platform capabilities. We therefore cannot yet fully determine the impact these or future laws, rules, regulations and industry standards may have on
our business or operations. Any failure or perceived failure by us, or any third parties with which we do business, to comply with our posted privacy policies, changing consumer expectations, evolving laws, rules and regulations, industry standards,
or contractual obligations to which we or such third parties are or may become subject, may result in actions or other claims against us by governmental entities or private actors, the expenditure of substantial costs, time and other resources or
the imposition of significant fines, penalties or other liabilities. In addition, any such action, particularly to the extent we were found to be guilty of violations or otherwise liable for damages, would damage our reputation and adversely affect
our business, financial condition and results of operations.
We cannot yet fully determine the impact these or future laws, rules,
regulations and industry standards may have on our business or operations. Any such laws, rules, regulations and industry standards may be inconsistent among different jurisdictions, subject to differing interpretations or may conflict with our
current or future practices. Additionally, our users may be subject to differing privacy laws, rules and legislation, which may mean that they require us to be bound by varying contractual requirements applicable to certain other jurisdictions.
Adherence to such contractual requirements may impact our collection, use, processing, storage, sharing and disclosure of various types of information including financial information and other personal information, and may mean we become bound by,
or voluntarily comply with, self-regulatory or other industry standards relating to these matters that may further change as laws, rules and regulations evolve. Complying with these requirements and changing our policies and practices may be onerous
and costly, and we may not be able to respond quickly or effectively to regulatory, legislative and other developments. These changes may in turn impair our ability to offer our existing or planned features, solutions and services and/or increase
our cost of doing business. As we expand our user base, these requirements may vary from user to user, further increasing the cost of compliance and doing business.
Any failure or perceived failure by us to comply with our privacy policies or any applicable privacy, security or data protection, information
security or consumer protection related laws, regulations, orders or industry standards could expose us to costly litigation, significant awards, fines or judgments, civil and/or criminal penalties or negative publicity, and could materially and
adversely affect our business, financial condition and results of operations. The publication of our privacy policy and other documentations that provide promises and assurances about privacy and security can subject us to potential state and
federal action if they are found to be deceptive, unfair, or misrepresentative of our actual practices, which could, individually or in the aggregate, materially and adversely affect our business, financial condition and results of operations.
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It may be difficult and costly to protect our intellectual property rights, and we may not be able to
ensure their protection.
Our ability to provide our various fintech and microfinance banking services depends, in part, upon our
proprietary technologies, especially OPay’s technology platform that combines a modern, cloud-native core with proprietary risk, payments, and data systems. We may be unable to protect our proprietary technologies effectively, which would
allow competitors to duplicate our business processes and
know-how,
and adversely affect our ability to compete with them. A third party may attempt to reverse engineer or otherwise obtain and use our
proprietary technology without our consent. The pursuit of a claim against a third party for infringement of our intellectual property could be costly, and there can be no guarantee that any such efforts would be successful.
In addition, our platform may infringe upon third-party intellectual property, and we may face intellectual property challenges from such
other parties. We may not be successful in defending against any such challenges or in obtaining licenses to avoid or resolve any intellectual property disputes. The costs of defending any such claims or litigation could be significant and, if we
are unsuccessful, could result in a requirement that we pay significant damages or licensing fees, which would negatively impact our financial performance. If we cannot protect our proprietary technology from intellectual property challenges, our
ability to maintain our platform could be adversely affected.
We may in the future be subject to federal or state regulatory inquiries regarding
our business.
From time to time, in the ordinary course of our business, we may receive inquiries or requests for information from
governmental or regulatory authorities regarding the scope of our operations, licensing or compliance obligations. Responding to such inquiries may require management time and resources and could increase our compliance costs. While we believe that
we operate in material compliance with applicable laws and regulations, there can be no assurance that regulatory authorities will not adopt different interpretations or expectations in the future. Any such developments could require us to adjust
certain aspects of our operations and could adversely affect our business, financial condition or results of operations.
The ADSs may be prohibited
from trading in the United States pursuant to the HFCAA, an executive order or otherwise. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.
Pursuant to the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, or the HFCAA, if the SEC
determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our ordinary shares or the ADSs from being traded on a
national securities exchange or in the over-the-counter trading market in the United States.
Each year, the PCAOB will determine whether
it can completely inspect and investigate audit firms in the relevant jurisdictions. If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in certain jurisdictions and we use
an accounting firm headquartered in one of these jurisdictions to issue an audit report on our consolidated financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report
on Form 20-F for the relevant fiscal year. In accordance with the HFCAA, our securities would be prohibited from being traded on a national securities exchange or in the over-the-counter trading market in the United States if we are identified as a
Commission-Identified Issuer for two consecutive years in the future. Furthermore, whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in
any jurisdictions is subject to variability and depends on a number of factors out of our, and our auditor’s, control, including positions taken by any other foreign jurisdiction.
If authorities governing our auditors or another foreign jurisdiction were to take a position at any time in the future that would prevent the
PCAOB from continuing to inspect or investigate completely registered public
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accounting firms headquartered in the relevant jurisdictions, and if such lack of inspection were to extend for the requisite period of time under the HFCAA, our securities will be prohibited
from being traded on U.S. markets and U.S. stock exchanges may determine to delist our securities.
Risks Related to Our Corporate Structure
We may cease to benefit from assets and licenses held by our majority-owned entities and/or KUFI that are critical to the operations of our business, if
such majority-owned entities and/or KUFI were to declare bankruptcy or become subject to dissolution or liquidation proceedings.
We do not have priority pledges and liens against the assets of our majority-owned entities and/or KUFI. If our majority-owned entities and/or
KUFI undergo involuntary liquidation proceedings, third-party creditors may claim rights to some or all of their assets and we may not have priority against such third-party creditors on the assets and licenses of our majority-owned entities and/or
KUFI.
We are a holding company and do not have any material assets other than our equity interests in our majority-owned entities and KUFI, and any
change in our ability to repatriate dividends or other payments could materially adversely affect us.
We are a Cayman Islands
holding company whose material assets consist entirely of its direct and indirect equity interests in its majority-owned entities and contractual interests in KUFI. We are therefore dependent upon payments, dividends and distributions from such
majority-owned entities and KUFI for funds to pay our operating and other expenses. Since we rely principally on dividends and other payments from such entities and ventures for our cash requirements, any restrictions on such dividends or other
payments in the jurisdictions we operate could materially and adversely affect our liquidity, financial condition and results of operations. Further, exchange rate fluctuations may affect the value of any distributions such entities and venture make
with respect to our equity interests in those entities and venture.
The competent government authorities may determine that our contractual
arrangements with the registered shareholders of KUFI do not comply with applicable laws and regulations.
Based on the advice of
our local counsel in Indonesia, the relationship between our Company and KUFI is governed by contractual arrangements with the shareholders of KUFI, rather than direct equity ownership. While these arrangements are intended to provide us with
effective supervision and economic exposure over KUFI, Indonesia does not currently have a regulatory regime that expressly recognizes or affirmatively endorses VIE structures. Consequently, there is regulatory uncertainty regarding how such
arrangements may be viewed under existing foreign investment, licensing, and sectoral frameworks. The current structure relies on the principle of freedom of contract under Indonesian civil law, but the absence of an explicit prohibition does not
guarantee that these arrangements will be upheld or approved by Indonesian regulators. Accordingly, the local or national authorities or regulatory agencies in the relevant jurisdiction may reach a different conclusion, which could lead to an action
being brought against the VIE and/or its shareholders, or by administrative orders or in local courts. If the relevant local authorities find that our contractual arrangements do not comply with their prohibition or restrictions on foreign
investment, or if the relevant governments otherwise find that the VIE is in violation of the relevant laws or regulations or lack the necessary registrations, permits or licenses to operate our businesses in their respective jurisdictions, they
would have broad discretion in dealing with such violations or failures. Any of these actions could cause significant disruption to our business operations, which could in turn materially and adversely affect our business, financial condition and
results of operations.
The shareholders of KUFI may have potential conflicts of interest with us.
The interests of shareholders of KUFI may differ from the interests of our Company. These shareholders of KUFI may breach or cause the KUFI to
breach the existing contractual arrangements we have with them, which
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could materially and adversely affect our ability to be considered as the primary beneficiary of the KUFI. For example, these shareholders may be able to cause our agreements with the
shareholders to be performed by KUFI in a manner adverse to us by, among other things, failing to remit payments due under the contractual arrangements to us on a timely basis.
We cannot assure you that when conflicts of interest arise, any or all of these shareholders will act in the best interests of our Company or
such conflicts will be resolved in our favor. If we cannot resolve any conflict of interest or dispute between us and these shareholders, we would have to rely on legal proceedings, which could result in disruption of our business and subject us to
uncertainty as to the outcome of any such legal proceedings.
While we have effective supervision over KUFI, we do not currently have beneficial
ownership interest in the equity shares of KUFI. The contractual arrangements with the registered shareholders of KUFI may not be as effective as ownership.
Due to regulatory and licensing requirements applicable to financial technology and digital lending businesses in Indonesia, we conduct certain
of our operations in Indonesia through KUFI, a locally incorporated and licensed entity. While we do not directly hold equity interests in such entity, we operate such businesses in Indonesia under a series of contractual arrangements we entered
into with the registered shareholders of the operating entity that, taken as a whole, enable us to hold indirect economic interests in the registered shareholder of KUFI. These contractual arrangements provide, to the extent permitted under
applicable Indonesian laws and regulations, the degree of supervision and economic exposure. Through the contractual arrangements described above, we have controlling financial interest of Indonesian operating entity. Accordingly, for accounting
purposes, we treat the operating entity as a consolidated entity in our consolidated financial statements.
Under the current contractual
arrangements, we rely on the performance by KUFI and its registered shareholders of their respective obligations under the contracts to receive economic benefits from KUFI. KUFI and its registered shareholders could breach their contractual
arrangements with us by, among other things, failing to conduct their operations in an acceptable manner or taking other actions that are detrimental to our interests. The shareholders of KUFI may not act in the best interests of our Company or may
not perform their obligations under these contracts. Such risks exist throughout the period in which we intend to operate a certain portion of our business through the contractual arrangements with the registered shareholder of KUFI. If any dispute
relating to these contracts remains unresolved, we will have to enforce our rights under these contracts through the operations of law and arbitration, litigation or other legal proceedings in the designated jurisdiction and therefore will be
subject to uncertainties in the application and implementation of the legal system of such jurisdiction. Therefore, our contractual arrangements with the registered shareholder of KUFI to be performed by KUFI may not be as effective as direct
ownership.
Risks Related to Our ADSs and This Offering
An active trading market for our ordinary shares or the ADSs may not develop and the trading price for the ADSs may fluctuate significantly.
We intend to apply to list our ADSs on the NYSE. Prior to the completion of this offering, there has been no public market for the ADSs or our
ordinary shares, and we cannot assure you that a liquid public market for the ADSs will develop. If an active public market for the ADSs does not develop following the completion of this offering, the market price and liquidity of the ADSs may be
materially and adversely affected. The initial public offering price for the ADSs was determined by negotiation between us and the underwriters based upon several factors, and we can provide no assurance that the trading price of the ADSs after this
offering will not decline below the initial public offering price. As a result, investors in our securities may experience a significant decrease in the value of their ADSs.
We may not pay cash dividends on our ADSs for the foreseeable future.
We currently intend to retain our future earnings, if any, to finance the further development and expansion of our business and do not intend
to pay cash dividends on our ADSs in the foreseeable future. Any future
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determination to pay dividends on our ADSs will be at the discretion of our Board of Directors and will depend on our financial condition, results of operations, capital requirements,
restrictions contained in future agreements and financing instruments, business prospects and such other factors as our Board of Directors deems relevant.
Techniques employed by short sellers may drive down the market price of the ADSs.
Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention
of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement securities,
as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the security to decline, many short sellers publish, or arrange for the publication of, negative
opinions regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a security short. These short seller attacks have, in the past, led to selling ADSs in
the market.
Much of the scrutiny and negative publicity has centered on allegations of a lack of effective internal control over
financial reporting resulting in financial and accounting irregularities and mistakes, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result, many of these companies are now
conducting internal and external investigations into the allegations and, in the interim, are subject to shareholder lawsuits and/or SEC enforcement actions. It is not clear what effect such negative publicity could have on us. If we were to become
the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend
against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable federal or state law or issues of commercial confidentiality. Such a
situation could be costly and time-consuming and could distract our management from growing our business.
Because our initial public offering price
is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution.
If you
purchase ADSs in this offering, you will pay more for your ADSs than the amount paid by our existing shareholders for their ordinary shares on a per ADS basis. As a result, you will experience immediate and substantial dilution, representing the
difference between the initial public offering price per ADS and our net tangible book value per ADS, after giving effect to the net proceeds we receive from this offering. In addition, you may experience further dilution in connection with the
issuance of ordinary shares upon the exercise or vesting, as the case may be, of our future share incentive awards, if any. See “Dilution” for a more complete description of how the value of your investment in the ADSs will be diluted
upon the completion of this offering and the concurrent private placement.
You may face difficulties in protecting your interests, and your ability
to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.
We are an
exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association, the Companies Act (Revised) of the Cayman Islands, or the Companies Act, and the common law of the
Cayman Islands. The rights of shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the
Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England and Wales, the decisions of whose courts are of persuasive
authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent
in some jurisdictions in the United States. In particular, the Cayman Islands have a less developed body of securities laws than the United States. Some
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U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to
initiate a shareholder derivative action in a federal court of the United States.
Shareholders of Cayman Islands exempted companies
like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association, the register of mortgages and charges and any special resolutions passed by the shareholders) or to obtain
copies of lists of shareholders of these companies. Under our post-offering memorandum and articles of association that will become effective immediately prior to completion of this offering, our directors may from time to time determine whether and
to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of shareholders not being directors, and no shareholder (not being a director)
shall have any right to inspect any account or book or document of the Company except as conferred by law or authorized by the directors, provided that the shareholders shall receive the annual audited financial statements of the Company. This may
make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.
Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies
incorporated in other jurisdictions such as the United States. If we choose to follow home country practice, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.
As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions
taken by our management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the
Companies Act and the laws applicable to companies incorporated in the United States and their shareholders, see “Description of Share Capital — Differences in Corporate Law.”
Certain judgments obtained against us by our shareholders may not be enforceable.
We are a Cayman Islands exempted company and substantially all of our assets are located outside of the United States. In addition, a number of
our current directors and officers are nationals and residents of countries other than the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the
event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and other jurisdictions may render you
unable to enforce a judgment against our assets or the assets of our directors and officers. For more information, see “Enforceability of Civil Liabilities.”
ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable
outcomes to the plaintiff(s) in any such action.
The deposit agreement governing the ADSs representing our ordinary shares
provides that, to the fullest extent permitted by law, ADS holders waive the right to a jury trial for any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any
claim under the U.S. federal securities laws.
If we or the depositary were to oppose a jury trial based on this waiver, the court would
have to determine whether the waiver was enforceable based on the facts and circumstances of the case in accordance with applicable state and federal law. To our knowledge, the enforceability of a
contractual pre-dispute jury
trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, we believe
that a
contractual pre-dispute jury
trial waiver provision is
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generally enforceable, including under the laws of the State of New York, which govern the deposit agreement, or by a federal or state court in the City of New York, which
has non-exclusive jurisdiction
over matters arising under the deposit agreement. In determining whether to enforce a
contractual pre-dispute jury
trial
waiver, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this would be the case with respect to the deposit agreement and the ADSs. It is advisable that you
consult legal counsel regarding the jury waiver provision before investing in the ADSs.
If you or any other holders or beneficial owners
of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury
trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us or the depositary. If a lawsuit is brought against us or the depositary under the deposit agreement, it may be heard only by a judge or
justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have, including outcomes that could be less favorable to the plaintiff(s) in any
such action.
Nevertheless, if this jury trial waiver is not permitted by applicable law, an action could proceed under the terms of the
deposit agreement with a jury trial. No condition, stipulation or provision of the deposit agreement or the ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with any substantive provision of
the U.S. federal securities laws and the rules and regulations promulgated thereunder.
The voting rights of holders of ADSs are limited by the
terms of the deposit agreement, and you may not be able to exercise your right to direct the voting of the ordinary shares underlying your ADSs.
As a Cayman Islands exempted company, we are not obliged by the Companies Act to call shareholders’ annual general meetings. Our
post-offering memorandum and articles of association provide that we may (but shall not be obliged to) in each calendar year hold a general meeting as our annual general meeting. As a holder of ADSs, you will not have any direct right to attend
general meetings of our shareholders or to cast any votes at such meetings. You will only be able to exercise the voting rights which attach to the ordinary shares underlying your ADSs indirectly by giving voting instructions to the depositary in
accordance with the provisions of the deposit agreement. Under the deposit agreement, you may vote only by giving voting instructions to the depositary, as holder of the ordinary shares underlying your ADSs. If we ask for your instructions, then
upon receipt of your voting instructions, the depositary will try to vote the underlying ordinary shares in accordance with those instructions. If we do not instruct the depositary to ask for your instructions, the depositary may still vote in
accordance with instructions you give, but it is not required to do so. You will not be able to directly exercise any right to vote with respect to the underlying ordinary shares unless you withdraw the shares and become the registered holder of
such shares prior to the record date for the general meeting. When a general meeting is convened, you may not receive sufficient advance notice of the meeting to enable you to withdraw the shares underlying your ADSs and become the registered holder
of such shares prior to the record date for the general meeting to allow you to attend the general meeting and to vote directly with respect to any specific matter or resolution to be considered and voted upon at the general meeting. In addition,
under our post-offering memorandum and articles of association that will become effective immediately prior to completion of this offering, for the purposes of determining those shareholders who are entitled to attend and vote at any general
meeting, our directors may close our register of members and/or fix in advance a record date for such meeting, and such closure of our register of members or the setting of such a record date may prevent you from withdrawing the ordinary shares
underlying your ADSs and becoming the registered holder of such shares prior to the record date, so that you would not be able to attend the general meeting or to vote directly. Where any matter is to be put to a vote at a general meeting, the
depositary will notify you of the upcoming vote and to deliver our voting materials to you, if we ask it to. We cannot assure you that you will receive the voting material in time to ensure you can direct the depositary to vote your shares. In
addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for their manner of carrying out your voting instructions. This means that you may
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not be able to exercise your right to direct how the shares underlying your ADSs are voted, and you may have no legal remedy if the shares underlying your ADSs are not voted as you requested.
If securities or industry analysts publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
The trading market for our ADSs could depend in part on the research and reports that certain securities or industry analysts
publish about us or our business. Several analysts may cover our stock. If one or more of those analysts downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of
these analysts cease coverage of our Company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.
You may be subject to limitations on the transfer of your ADSs.
Your ADSs are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it
deems it expedient in connection with the performance of its duties. The depositary may close its books in emergencies, and on weekends and public holidays. The depositary may refuse to deliver, transfer or register transfers of our ADSs generally
when our share register or the books of the depositary are closed, or at any time if we or the depositary thinks it is advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the
deposit agreement, or for any other reason.
We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we
are exempt from certain provisions applicable to U.S. domestic public companies.
Because we qualify as a foreign private issuer
under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:
•
the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on
Form 10-Q
or current reports on Form
8-K;
•
the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of
a security registered under the Exchange Act;
•
the sections of the Exchange Act requiring liability for insiders who profit from trades made in a short period
of time;
•
the selective disclosure rules by issuers of material non-public information under Regulation FD; and
•
certain audit committee independence requirements in Rule
10A-3
of the
Exchange Act.
We will be required to file an annual report on
Form 20-F within
four months of the end of each fiscal year. In addition, we intend to publish our results on a quarterly basis through press releases, distributed pursuant to the rules and
regulations of the NYSE. Press releases relating to financial results and material events will also be furnished to the SEC on
Form 6-K. However,
the information we are required to file with or
furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were
you investing in a U.S. domestic issuer.
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As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home
country practices in relation to corporate governance matters that differ significantly from the NYSE corporate governance requirements. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the
NYSE corporate governance requirements.
As a Cayman Islands exempted company listed on NYSE, we are subject to corporate
governance requirements of NYSE. However, NYSE rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country,
may differ significantly from the NYSE corporate governance listing standards. We currently intend to follow Cayman Islands corporate governance practices in lieu of the corporate governance requirements of NYSE that listed companies must have a
majority of independent directors and that the audit committee consists of at least three members. To the extent that we choose to follow home country practice in the future, our shareholders may be afforded less protection than they otherwise would
enjoy under the NYSE corporate governance requirements applicable to U.S. domestic issuers.
We could be subject to additional tax liabilities due
to changes in tax laws, tax audits or our growth, which could affect our profitability and increase our effective tax rate.
We are
subject to complex tax laws and regulations of multiple jurisdictions in which we operate, which are subject to uncertain interpretation. Our interpretation and application of these laws and regulations as well as compliance with specific tax filing
requirements, payment obligations and transfer pricing regulations require significant judgment and the use of assumptions and estimates. Our effective tax rate and tax filings reflect our interpretation of such tax laws. As a result, we are exposed
to the risk that tax authorities in any of these jurisdictions could disagree with our interpretations of the applicable tax laws or our tax calculations’ methodologies, including the classification of our revenues, the pricing of our
intercompany transactions or the determinations of the jurisdictions to which profits are attributed. For example, a tax authority could challenge whether our supplies are taxable or exempt for VAT purposes, or could challenge our input VAT recovery
methodology. We, including certain of our material subsidiaries, may from time to time be subject to tax audits and other similar proceedings with tax authorities in a number of jurisdictions. In certain cases, the applicable tax authority may
challenge one or more tax positions that we have taken. We intend to resolve each of these audits in an efficient manner, including, where appropriate, through arbitration and/or court proceedings. These audits and other similar proceedings, when
resolved, could result in additional taxes, including interest and penalties, which could, in turn, adversely affect our business, financial condition, results of operations and future prospects.
Furthermore, our effective tax rate could materially increase as a result of changes in tax law, tax treaties or the interpretation thereof,
such as those introducing a tax for credit institutions with liabilities above certain thresholds. Moreover, changes to withholding tax rules, or how they apply to us, may impact our ability to repatriate profits from our operating subsidiaries in
various jurisdictions. Our tax liability may also increase significantly if we are required to pay additional taxes (including “minimum” taxes, VAT, other indirect taxes and employment taxes) in any jurisdiction as a result of growth of
our business.
In sum, any changes in tax laws or regulations, or in their interpretation by the relevant authorities, the outcome of any
tax audits or changes to our taxation as a result of any expansion or modification of our network, operations or corporate structure, could adversely affect our business, financial condition, results of operations and future prospects.
We may not be able to utilize our loss carryforwards, deferred interest deductions and other tax attributes.
We have significant carried forward losses, deferred interest expense and other similar tax attributes, most of which are currently
unrecognized within our consolidated financial statements, that arise under the tax laws of the jurisdictions in which we operate. It is possible that we will not generate sufficient taxable income in those jurisdictions or otherwise will be unable
to fully utilize these losses, deferred interest expense and other tax attributes. In addition, the utilization of our tax attributes to reduce our taxable income may be subject to limitations under the applicable laws of the jurisdictions in which
we operate.
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For each accounting reporting period, we assess the likelihood of our carried forward
losses, deferred interest expense and other similar tax attributes offsetting future taxable income. We only recognize such attributes as assets on our consolidated balance sheet if there is sufficient likelihood that these tax attributes will be
utilized by us in the foreseeable future. The assessment of the recoverability of carried forward losses, deferred interest expense and other similar tax attributes, and therefore the level of deferred tax asset recognition, requires us to exercise
judgment based on facts and estimates that may change over time. Accordingly, the value of tax attributes recognized on our consolidated balance sheet for any fiscal period may change over time and may not be indicative of the actual amount of tax
attributes that we will be able to utilize in future periods to offset our taxable income. Any limitation on the use of, or the changes to, our tax assets to offset taxable income, including as a result of changes in applicable tax laws or our
ownership changes, could result in increased tax liabilities and, as such, could adversely affect our business, financial condition, results of operations and future prospects.
Following recent changes to the Nigerian Capital Gains laws, you may be required to file a Nigerian tax return and pay Nigerian tax on gains upon
disposing of our ordinary shares or ADSs.
Under the recently enacted Nigeria Tax Act, 2025 and Nigeria Tax Administration Act,
2025 in Nigeria which came into effect in January of 2026, you may be required to file a tax return in Nigeria and pay tax on any gains realized on a disposition of our ordinary shares or ADSs. See “The Federal Republic of Nigeria
Taxation.” There is currently no guidance from the Nigerian tax authorities addressing this potential requirement in the context of a person such as a holder of our ordinary shares or ADSs, and accordingly the requirement and how to satisfy it
in connection with an investment in our ordinary shares or ADSs are inherently uncertain. You should speak to your own tax advisor regarding this potential requirement.
There can be no assurance that we will not be a passive foreign investment company for U.S. federal income tax purposes (“PFIC”) for the
current or any future taxable year, which could subject U.S. investors in our ordinary shares or ADSs to significant adverse U.S. federal income tax consequences.
In general, a non-U.S. corporation will be considered a PFIC for any taxable year in which (i) 75% or more of its gross income consists of
passive income or (ii) 50% or more of the value of its assets (generally determined on a quarterly average basis) consists of assets that produce, or are held for the production of, passive income. For purposes of the above calculations, a non-U.S.
corporation that directly or indirectly owns at least 25% by value of the shares of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the
income of the other corporation. Subject to certain exceptions (including the exception for active banks described below), passive income generally includes dividends, interest (including interest-equivalent income or other amounts treated as
interest), gains from the sale or exchange of investment property and certain rents and royalties. Cash and cash equivalents are generally passive assets for these purposes. In addition, goodwill (the value of which may be determined by reference to
the excess of the sum of a corporation’s market capitalization and liabilities over the book value of its assets) is generally characterized as an active asset to the extent it is attributable to activities that produce active income.
We hold a substantial amount of cash and other passive assets, and the proceeds from this offering and the concurrent private placement will
increase the amount of cash we hold. However, based upon the estimated value of our assets, including goodwill, the nature and composition of our income and assets and the application of an exception applicable to certain banks engaged in the active
conduct of a banking business (under which interest, income equivalent to interest and certain other types of income earned by such banks are treated as active for purposes of the PFIC rules) (the “active banking exception”), we do not
believe that we were a PFIC for our taxable year ended December 31, 2025. Our determination of the value of our assets for our taxable year ended December 31, 2025 is the subject of management discretion and is based on a valuation method that
is not based on publicly quoted values of our equity, and could be subject to challenge. And although we do not expect to be a PFIC for our current taxable year based on our conclusion that we qualify for the active banking exception and our
expectations as to our market capitalization for purposes of valuing our non-passive assets, because of the extent to which the value of our non-passive assets will be determined by reference to our market capitalization,
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which may fluctuate based on the market price of our ADSs, there is a risk that we may be a PFIC for our current taxable year and future taxable years. A determination that we are not a PFIC
relies on us qualifying for the active banking exception referenced above, which is the subject of Internal Revenue Service (“IRS”) Notice 89-81, issued in 1989, and subsequently proposed Treasury Regulations from 1995 and proposed
Treasury Regulations from 2021, each of which may generally be relied upon by taxpayers until they are withdrawn or final regulations are issued, and each of which generally applies to traditional banking business models that are similar to, but
also differ from, our business model. There is no assurance that such proposed Treasury Regulations will be finalized in their current form, that we will qualify for the active banking exception pursuant to Notice 89-81 or the proposed Treasury
Regulations in any past, current or future taxable year or that the IRS would agree with our conclusion regarding the applicability of Notice 89-81 or the proposed Treasury Regulations to our circumstances, given the inherent uncertainty in applying
the Notice and the proposed Treasury Regulations to our business model. In addition, our PFIC status for any taxable year is an annual determination that cannot be determined until after the end of that year and will depend on the composition of our
income and assets and the value of our assets from time to time, including by reference to our market capitalization, as well as our qualification for the active banking exception described above. Moreover, the total value of our assets (including
goodwill) may be determined, in part, by reference to the market price of our ADSs from time to time, which may fluctuate. Accordingly, if our market capitalization declines while we hold a substantial amount of cash, cash equivalents or other
passive assets for any taxable year (including cash raised in this or any future offering), we may be a PFIC for that taxable year. Even if we determine that we are not a PFIC for a taxable year, there can be no assurance that the IRS will agree
with that conclusion and that the IRS would not successfully challenge our position. Moreover, it is not entirely clear how the contractual arrangements with the shareholders of the VIE will be treated for purposes of the PFIC rules, and if the VIE
is not treated as owned by us for these purposes, it may change the results of our analysis. For these reasons, we can give no assurance that we will not be a PFIC for our current or any future taxable year. Due to the factual nature of the
determination of our PFIC status, our U.S. counsel expresses no opinion with respect to our PFIC status for any taxable year. Investors are urged to consult their tax advisers regarding the U.S. federal income tax effects of our PFIC status.
If we are a PFIC for any taxable year during which a U.S. investor owns our ordinary shares or ADSs, the U.S. investor may be subject to
adverse tax consequences (even if we cease to be a PFIC in subsequent taxable years), including an increased tax liability on dispositions of our ordinary shares or ADSs or receipt of certain distributions, as well as additional reporting
requirements. For a more detailed discussion of the tax consequences of a PFIC classification to U.S. investors, see the section of this prospectus titled “Material U.S. Federal Income Tax Considerations — Passive Foreign Investment
Company Rules.”
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in
this prospectus can be identified by the use of terms and expressions such as “anticipate,” “believe,” “could,” “will,” “expect,” “should,” “plan,”
“intend,” “estimate” and “potential,” among others.
Forward-looking statements appear in a number of
places in this prospectus and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently
available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to,
those identified under “Risk Factors.” These risks and uncertainties include factors relating to:
•
general economic, political, demographic and business conditions in jurisdictions where we operate and globally;
•
fluctuations in inflation and exchange rates in jurisdictions where we operate and globally;
•
our ability to implement our growth strategy;
•
the success of operating initiatives, including advertising and promotional efforts and new product development
by us and our competitors;
•
our ability to develop and apply our technologies to support and expand our product offerings;
•
competition in the industry and in jurisdictions where we operate;
•
changes in government policies and regulation relating to the industry in which we operate;
•
other factors that may affect our financial condition, liquidity and results of operations; and
•
other risk factors discussed under “Risk Factors.”
In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as representations or
warranties by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in
light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.
This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in
these publications also include projections based on a number of assumptions. The industry in which we operate may not grow at the rate projected by market data, or at all. Failure of this market to grow at the projected rate may have a material and
adverse effect on our business and the market price of the ADSs. In addition, the rapidly evolving nature of the industry in which we operate results in significant uncertainties for any projections or estimates relating to the growth prospects or
future condition of our market. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue
reliance on these forward-looking statements.
You should read this prospectus and the documents that we reference in this prospectus and
have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking
statements by these cautionary statements. We operate in a rapidly evolving environment. New risks emerge from time to time, and it is impossible for our management to predict all risk factors, nor can we assess the impact of all factors on our
business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statement.
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USE OF PROCEEDS
We expect to receive (i) estimated net proceeds from this offering of approximately US$   million, or approximately
US$    million if the underwriters exercise their option to purchase additional ADSs in full, based on the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus, after
deducting underwriting discounts and commissions and estimated expenses payable by us, and (ii) net proceeds from the concurrent private placement of approximately US$    million. A US$1.00 increase (decrease) in the assumed
initial public offering price of US$    per ADS would increase (decrease) the net proceeds to us from this offering by US$    million, assuming the underwriters do not exercise their option to purchase
additional ADSs and the number of ADSs offered by us, as set forth on the front cover of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us.
We intend to use the net proceeds for general corporate purposes, including to fund growth initiatives such as investments in technology,
distribution, new solutions, market expansion and for potential acquisitions or strategic investments.
The foregoing represents our
current intentions based upon our present plans and business conditions to use the net proceeds of this offering and the concurrent private placement. Our management, however, will have significant flexibility and discretion to apply the net
proceeds. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering and the concurrent private placement differently than as described in this prospectus.
To the extent that the net proceeds we receive from this offering and the concurrent private placement are not immediately applied for the
above purposes, we intend to invest our net proceeds in short-term, interest-bearing debt instruments or bank deposits.
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DIVIDEND POLICY
We have not previously declared or paid any cash dividend or dividend in kind, and we currently have no plan to declare or pay any dividends
in the near future on our shares or the ADSs representing our ordinary shares. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. We are a holding company incorporated
in the Cayman Islands. We rely principally on dividends from our subsidiaries for our cash requirements, including any payment of dividends to our shareholders.
Our board of directors has discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In
addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or
share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to pay
dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.
If we pay any dividends on our ordinary shares, we will pay those dividends which are payable in respect of the ordinary shares underlying the ADSs to the depositary, as the registered holder of such ordinary shares, and the depositary then will pay
such amounts to the ADS holders in proportion to the ordinary shares underlying the ADSs held by such ADS holders, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. See “Description of American
Depositary Shares.”
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CAPITALIZATION
The following table sets forth our capitalization as of June 30, 2026:
•
on an actual basis;
•
on a pro forma basis to give effect to the automatic conversion or re-designation, as the case may be, of all of
the issued and outstanding preferred shares on a one-for-one basis into ordinary shares immediately prior to the completion of this offering; and
•
on a pro forma as adjusted basis to give effect to (i) the automatic conversion or re-designation, as the
case may be, of all of the issued and outstanding preferred shares on a one-for-one basis into ordinary shares immediately prior to the completion of this offering; (ii) the issuance and sale of     ordinary shares in the form
of ADSs in this offering, and the receipt of approximately US$    in estimated net proceeds, considering an offering price of US$    per ADS (the midpoint of the estimated range of the initial public offering
price range set forth on the front cover of this prospectus), after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us, assuming the underwriters do not exercise the over-allotment option; and
(iii) the issuance and sale of ordinary shares in the concurrent private placement, and the receipt of approximately US$    in estimated net proceeds, considering an offering price of US$    per ADS.
As of
June 30, 2026
As of
June 30, 2026
As of June 30, 2026
Actual
Pro Forma
Pro Forma as Adjusted
(1)
(USD in thousands)
Mezzanine equity:
Series Seed redeemable convertible preferred shares
7,884
-
Series Seed+ redeemable convertible preferred shares
22,119
-
Series A redeemable convertible preferred shares
39,812
-
Series B redeemable convertible preferred shares
185,016
-
Series C redeemable convertible preferred shares
808,308
-
Total Mezzanine equity
1,063,139
-
Shareholders’ (deficit)/equity:
Ordinary shares
2
7
Additional paid-in capital
-
1,063,134
Accumulated other comprehensive income
8,045
8,045
Accumulated deficit
(690,507
)
(690,507
)
Total shareholders’ (deficit)/equity
(682,460
)
380,679
Total capitalization
380,679
380,679
Note:
(1)
The pro forma as adjusted information discussed above is illustrative only. Our additional paid-in capital,
total shareholders’ (deficit)/equity and total capitalization following the completion of this offering are subject to adjustment based on the actual initial public offering price and other terms of this offering determined at pricing.
Assuming the number of ADSs offered by us as set forth on the cover page of this prospectus remains the same, and after
deduction of underwriting discounts and commissions and the estimated offering expenses payable by us, a US$1.00 change in the assumed initial public offering price of $    per ADS (the midpoint of the estimated initial public
offering price range set forth on the front cover of this prospectus) would, in the case of an increase, increase and, in the case of a decrease, decrease each of additional paid-in capital, total shareholders’ (deficit)/equity and total
capitalization by US$    million.
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DILUTION
If you invest in the ADSs, your interest will be diluted to the extent of the difference between the initial public offering price per ADS and
our net tangible book value per ADS after this offering. Dilution results from the fact that the initial public offering price per ordinary share is substantially in excess of the book value per ordinary share attributable to the existing
shareholders for our presently issued and outstanding ordinary shares.
Our net tangible book value as of June 30, 2026 was
US$(837) million, or US$(0.50) per ordinary share and US$   per ADS. Net tangible book value represents the amount of our consolidated assets, less intangible assets, goodwill, deferred IPO costs and the amount of our total
consolidated liabilities and mezzanine equity. Dilution is determined by considering the effect of the automatic conversion of our issued and outstanding preferred shares and subtracting net tangible book value per ordinary share as adjusted from
the initial public offering price per ordinary shares.
Without taking into account any other changes in such net tangible book value
after June 30, 2026, other than to give effect to (i) the conversion of all of our preferred shares into ordinary shares on a
one-to-one
basis which will occur
automatically immediately prior to the completion of this offering, (ii) our issuance and sale of      ordinary shares represented by the     ADSs offered in this offering at an assumed initial
public offering price of US$    per ADS, the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus, after deduction of the underwriting discounts and commissions and estimated
offering expenses payable by us, and (iii) our issuance and sale of ordinary shares in this concurrent private placement at an assumed initial public offering price of US$    per ADS, our pro forma as adjusted net tangible book
value as of June 30, 2026 would have been approximately US$    million, or US$    per ordinary share and US$    per ADS, to existing shareholders and an immediate dilution in net
tangible book value of US$    per ordinary share, or US$    per ADS, to purchasers of ADSs in this offering. The following table illustrates such dilution:
Per ordinary share
Per ADS
Initial public offering price
Net tangible book value as of June 30, 2026
(0.50
)
Pro forma net tangible book value as of June 30, 2026 after giving effect to the automatic
conversion of all of our preferred shares
Pro forma as adjusted net tangible book value after giving effect to the automatic conversion of
all of our preferred shares, this offering and the concurrent private placement
Amount of dilution in net tangible book value to new investors in this offering
The pro forma information discussed above is illustrative only.
The following table summarizes, on a pro forma basis as of June 30, 2026, the differences between the existing shareholders, concurrent
private placement investor and the new investors with respect to the number of ordinary shares purchased from us in this offering and the concurrent private placement, the total consideration paid and the average price per ordinary share paid at the
initial public offering price of US$    per ADS, the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus, before deducting underwriting discounts and commissions and
estimated offering expenses. The total number of ordinary shares does not include the ordinary shares underlying the ADSs issuable upon the exercise of the over-allotment option granted to the underwriters.
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Ordinary shares
Purchased
Total Consideration
Average Price
Per Ordinary
Share
Average Price
Per ADS
Amount
(in thousands
of US$)
Percent
Number
Percent
US$
US$
Existing shareholders
Concurrent private placement investor
New investors
Total
The discussion and tables above assume no exercise of any options outstanding as of the date of this
prospectus. To the extent that any options are exercised, there will be further dilution to new investors. As of the date of this prospectus, no options to purchase      ordinary shares of OPay Limited have been granted.
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ENFORCEABILITY OF CIVIL LIABILITIES
Cayman Islands
We are
incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We are incorporated in the Cayman Islands because of certain benefits associated with being a Cayman Islands exempted company, such as:
•
political and economic stability;
•
an effective judicial system;
•
a favorable tax system;
•
the absence of exchange control or currency restrictions; and
•
the availability of professional and support services.
However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include, but are not limited to, the
following:
•
the Cayman Islands has a less developed body of securities laws as compared to the United States and these
securities laws provide significantly less protection to investors; and
•
Cayman Islands companies may not have standing to sue before the federal courts of the United States.
Our post-offering memorandum and articles of association do not contain provisions requiring that disputes, including
those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be arbitrated.
Substantially all of our operations are conducted outside the United States, and substantially all of our assets are located outside the
United States. Most of our directors and executive officers are nationals or residents of jurisdictions other than the United States and a substantial portion of their assets are located outside the United States. As a result, it may be difficult
for a shareholder to effect service of process within the United States upon these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the
securities laws of the United States or any state in the United States.
We have appointed Cogency Global Inc., located at 122 East 42nd
Street, 18th Floor, New York, NY 10168, as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.
Our counsel as to Cayman Islands law has advised us that there is uncertainty as to whether the courts of the Cayman Islands would:
•
recognize or enforce judgments of United States courts obtained against us or our directors or officers
predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or
•
entertain original actions brought in each respective jurisdiction against us or our directors or officers
predicated upon the securities laws of the United States or any state in the United States.
We have been advised by
Harney Westwood & Riegels that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the
reciprocal enforcement or recognition of such judgments), the Grand Court of the Cayman Islands will at common law enforce final and conclusive in personam judgments of state and/or federal courts of the United States of America, or the
“Foreign Court”, of a debt or definite sum of money against the Company (other than a sum of money payable in respect of taxes or other charges of a like nature, a
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fine or other penalty (which may include a multiple damages judgment in an anti-trust action) or where enforcement would be contrary to public policy). The Grand Court of the Cayman Islands may
also at common law enforce final and conclusive in personam judgments of the Foreign Court that are
non-monetary
against the Company, for example, declaratory judgments ruling upon the true legal owner of
shares in a Cayman Islands company. The Grand Court of the Cayman Islands will exercise its discretion in the enforcement of
non-money
judgments by having regard to the circumstances, such as considering
whether the principles of comity apply. To be treated as final and conclusive, any relevant judgment must be regarded as res judicata by the Foreign Court. A debt claim on a foreign judgment must be brought within six years of the date of the
judgment, and arrears of interest on a judgment debt cannot be recovered after six years from the date on which the interest was due. The courts of the Cayman Islands are unlikely to enforce a judgment obtained from the Foreign Court under civil
liability provisions of U.S. federal securities law if such a judgment is found by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Such a determination has not yet been made by the
Grand Court of the Cayman Islands. A court of the Cayman Islands may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. A judgment entered in default of appearance by a defendant who has had notice of the Foreign
Court’s intention to proceed may be final and conclusive notwithstanding that the Foreign Court has power to set aside its own judgment and despite the fact that it may be subject to an appeal the time-limit for which has not yet expired. The
Grand Court of the Cayman Islands may safeguard the defendant’s rights by granting a stay of execution pending any such appeal and may also grant interim injunctive relief as appropriate for the purpose of enforcement.
The Federal Republic of Nigeria
The
ability of persons in the United States to bring an action against any of the Nigeria-domiciled subsidiaries may be limited under the applicable laws and regulations in Nigeria. There are two statutory regimes for the registration and enforcement of
foreign judgments in Nigeria: (i) the Reciprocal Enforcement of Judgments Ordinance Chapter 175, Laws of the Federation of Nigeria and Lagos, 1958 (the “Reciprocal Enforcement Ordinance”); and (ii) the Foreign Judgments
(Reciprocal Enforcement) Act, Chapter F35 LFN 2004 (the “Foreign Judgments Act”). Part I of the Foreign Judgments Act applies to judgments obtained in the superior courts of any country (other than Nigeria), whilst the Reciprocal
Enforcement Ordinance applies to judgments obtained in: (a) the High Court in England or Ireland, or in the Court Session in Scotland or in any territory under His Majesty’s protection to which the Reciprocal Enforcement Ordinance is
extended by proclamation or (b) in the superior court of any of the countries covered by the Reciprocal Enforcement Ordinance.
For
the Foreign Judgments Act to apply to any foreign judgment, the Nigerian Minister of Justice (the “Minister of Justice”) must have made an order extending the applicability of part I of the Foreign Judgments Act to the judgments
obtained from the superior courts of the relevant foreign jurisdiction from where the judgement emanated provided that the Minister of Justice is satisfied that Nigerian judgments will be accorded substantial reciprocal treatment in the courts of
the relevant foreign jurisdiction. Upon the issuance of the order of the Minister of Justice, to benefit from the order and the Foreign Judgments Act, the relevant foreign judgments must be registered with a superior court of record in Nigeria
within six years after the date of the judgment, or where there have been proceedings by way of appeal, within six years after the date of the last judgment given in those proceedings. Such judgments are only registrable where the judgment would
have been enforceable by execution in the jurisdiction of the original court. However, since the promulgation of the Foreign Judgments Act, no order has been issued extending part I of the Foreign Judgments Act to any foreign jurisdiction.
Section 10(a) of the Foreign Judgments Act, however, provides that a judgment issued before the commencement of the Minister of
Justice’s order extending part I of the Foreign Judgments to the foreign country where the judgment was given may be registered within a period of 12 months from the date of the judgment or such longer period as may be allowed by a
superior court in Nigeria. The judgment must (i) derive from civil proceedings; (ii) be final and capable of execution in the country of delivery; (iii) not have been wholly satisfied; and (iv) not suffer from want of
jurisdiction, lack of fair hearing or fraud, be contrary to public policy or have been discontinued because the issue had already been decided by another competent court before
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its determination by the foreign court. In addition, judgments from such jurisdictions are only registrable: (i) where the judgments have not been wholly satisfied; (ii) where the
judgments are final and conclusive as between the parties thereto; (iii) where there is payable under such judgments, a sum of money, not being a sum payable in respect of taxes or other charges of a like nature or in respect of a fine or other
penalty; and (iv) where the judgments would have been enforceable by execution in the jurisdiction of the original court (the “Additional Requirements”).
Despite the registration of a judgment by a superior court in Nigeria, the registering court may upon the filing of an application by any
party against whom a registered judgment may be enforced, set aside the registration of such judgment where the court is satisfied that: (i) the judgment is not a judgment to which part I of the Foreign Judgments Act applies or was
registered in contravention of the provisions of the Foreign Judgments Act; (ii) the courts of the country of the original court had no jurisdiction in the circumstances of the case; (iii) the judgment debtor, being the defendant in the
proceedings in the original court, did not (notwithstanding that process may have been duly served on him or her in accordance with the law of the country of the original court) receive notice of those proceedings in sufficient time to enable him or
her to defend the proceedings and did not appear; (iv) the judgment was obtained by fraud; (v) the enforcement of the judgment would be contrary to public policy in Nigeria; or (vi) the rights under the judgment are not vested in the
person by whom the application for registration was made. The registering court may also set aside the registration if it is satisfied that the matter in dispute in the proceedings in the original court had, previously on the date of the judgment,
been the subject of a final and conclusive judgment by a court having jurisdiction in the matter.
Therefore, Nigerian courts are
permitted by virtue of section 10(a) of the Foreign Judgments Act to register judgments obtained prior to the commencement of the order of the Minister of Justice extending part I of the Foreign Judgments Act, provided that the
registration application is brought within 12 months after the date of such judgments or such longer period extended by the court. The relevant foreign judgment must however satisfy the Additional Requirements.
In relation to judgments of the United States, there is currently no treaty between the United States and Nigeria providing for reciprocal
enforcement of judgments (except with respect to criminal matters and arbitral awards) and the Minister of Justice has not directed the application of the Foreign Judgments Act to judgments derived from United States courts. Thus, judgments from
courts of the United States can only be enforced in Nigeria if the person seeking to enforce them is able to bring a successful new action on the judgment in Nigerian courts or by registration under Section 10(a) of the Foreign Judgments Act if
such judgments are registered within 12 months after the date of the judgment or such longer period as may be allowed by a superior court in Nigeria, and they satisfy the Additional Requirements.
Part I of the Foreign Judgments Act provides that a foreign judgment to which it applies may only be enforceable in Nigeria in Naira.
However, the relevant provisions of Part I of the Foreign Judgments Act will only become effective when the Minister of Justice makes an order to the effect that the Foreign Judgments Act shall apply to judgments of superior courts of a
particular country that accords reciprocal treatment to judgments of superior courts of Nigeria. Given that the Minister of Justice is yet to issue any order extending the application of Part I of the Foreign Judgments Act to judgments of
superior courts of any country, and until such order is made, there is no restriction on Nigerian courts to allow foreign judgments to be registered, enforced and recovered in foreign currency based on section 10(a) of the Foreign Judgments
Act.
The legal effect of registration of any foreign judgment under the Foreign Judgments Act is that the foreign judgment becomes the
judgment of the registering court for the limited purpose of enforcement of the foreign judgment in Nigeria. By virtue of the Constitution of the Federal Republic of Nigeria, 1999 (as amended), decisions of superior courts of Nigeria are enforceable
in all parts of Nigeria. Therefore, no party may appeal the merits of a foreign judgment registered by a Nigerian High Court before an appellate court in Nigeria merely on the basis that such a foreign judgment has been registered in Nigeria. A
party may only appeal the decision of a Nigerian High Court to register or not to register the foreign judgment.
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Furthermore, under the Arbitration and Mediation Act, 2023 (the “AMA”), an
arbitral award shall (irrespective of the country in which such an award is made) be recognized as binding and, subject to Section 57 of the AMA, shall, upon application in writing to the court, be enforced by the High Court in Nigeria.
Section 58 of the AMA preserves the rights of any of the parties to request that the court refuse the recognition or enforcement of the award, and provides that the court where recognition or enforcement of an award is sought or where an
application for the refusal of recognition or enforcement thereof is brought, may in certain circumstances refuse to recognize or enforce an award.
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OUR HISTORY AND CORPORATE STRUCTURE
Our Corporate Milestones
In
November 2017, we established OPay Digital Services Limited (HK) and launched our first payment platform in collaboration with Opera Limited.
In 2018, we launched OPay digital payment services in Nigeria following the acquisition of a local financial services provider.
In 2019, we launched our mobile wallet and nationwide agent network in Nigeria, completed our Series A and Series B financings, and
established OPay Limited in the Cayman Islands.
In 2021, we expanded into Egypt (the Middle East and North Africa region) and completed
our Series C financing to support further expansion.
In 2022, we obtained a microfinance bank license in Nigeria, enabling us to
broaden our financial services offerings.
In 2023, CNBC and Statista included us among the top 200 global fintech companies.
In 2024, we surpassed 20 million MAUs in the third quarter.
In 2025, we delivered positive net income.
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Our Corporate Structure
The following diagram illustrates our corporate structure, including our significant subsidiaries as that term is defined
under Section 1-02 of
Regulation S-X under
the Securities Act and other entities that are material to our business, as of the date of this prospectus.
The following table also sets forth the percentage of ownership of our principal shareholders and public shareholders, with shareholding percentages calculated based on the total of      ordinary shares immediately following
the completion of this offering.
Equity interest
Contractual arrangements, consisting of the Shareholder Loan
Agreements, Pledge of Shares Agreements, Exclusive Option Agreements, Assignment of Proceeds Agreements, Irrevocable Powers of Attorney, and Indemnity Agreements. See “ — Contractual Arrangements between the Registered Shareholders of
KUFI and Us.”
*
The entities through which we conduct our local operations in the relevant jurisdiction.
Notes:
(1)
OPay Digital Services Pte. Ltd., or OPay Digital Singapore, is a wholly-owned subsidiary of OPay Limited. It is
incorporated under the laws of Singapore and serves as an intermediate holding company within our group.
(2)
OPay Digital Holding Limited, or OPay UAE, is a wholly-owned subsidiary of OPay Digital Singapore. It is
incorporated under the laws of the United Arab Emirates and holds 50.0% of the equity interests in OPay Egypt for E-Payment Services, or OPay Egypt, our indirect wholly-owned subsidiary incorporated in Egypt that is mainly engaged in digital payment
services. Each of OPay Digital Services Limited and Tooyou Services Limited, each a Nigerian subsidiary of OPay Limited, holds 25% of the equity interests in OPay Egypt.
(3)
OPay International Pte. Ltd., or OPay International Singapore, is a wholly-owned subsidiary of OPay Digital
Singapore. It is incorporated under the laws of Singapore and holds 99.99% of the equity interests in
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Finja (Private) Limited, our operating entity incorporated in Pakistan. One of the directors of Finja (Private) Limited, Aurang Zeb Khan, holds the remaining one share in Finja (Private) Limited.
(4)
OPay Digital Services Limited, or OPay Digital UK, is a wholly-owned subsidiary of OPay Digital Singapore. It
is incorporated under the laws of England and Wales. OPay Digital UK holds 99.99% of the equity interests in OPay Microfinance Bank Limited, OPay Digital Services Limited and Soti Payment Limited, each of which is our wholly-owned operating entity
in Nigeria. The remaining one share in OPay Microfinance Bank Limited and OPay Digital Services Limited are held by OPay Digital Services Pte. Ltd., a Singapore subsidiary of OPay Limited. The remaining one share in Soti Payment Limited is held by
OPay Digital Services Limited, a Nigerian subsidiary of OPay Limited.
(5)
PT Kredit Utama Fintech Indonesia, or KUFI, is a locally incorporated and licensed entity in Indonesia.
(6)
We issued 168,664,930 ordinary shares to Bloom Haven Limited, a British Virgin Islands company, to hold such
shares for the purposes of administering our 2026 Equity Incentive Plan pursuant to the trust arrangements established in connection therewith. The shares issued to Bloom Haven Limited are expected to be used to satisfy awards granted under our 2026
Equity Incentive Plan following our initial public offering.
Contractual Arrangements between the Registered Shareholders of KUFI
and Us
Due to regulatory and licensing requirements applicable to financial technology and digital lending businesses in Indonesia, we
conduct certain of our operations in Indonesia through KUFI, a locally incorporated and licensed entity. While we do not directly hold equity interests in such entity, we operate our businesses in Indonesia under a series of contractual
arrangements we, through OPay Digital Singapore, entered into with the registered shareholders of KUFI that, taken as a whole, enable us to hold indirect economic interests in the company.
Through the contractual arrangements described above, we have controlling financial interest of KUFI. Accordingly, for accounting purposes, we
treat KUFI as a consolidated entity in our consolidated financial statements.
Structure of the Contractual Arrangements
Our contractual arrangements primarily consist of the following agreements:
•
Shareholder Loan Agreements.
We have entered into loan agreements with the registered
shareholders of the Indonesian operating entity, pursuant to which we provide funding to such shareholders. The proceeds of these loans are used, among other purposes, to fund the shareholder’s working capital and expenditures associated with
the underlying operating company.
•
Pledge of Shares Agreements.
The registered shareholders have pledged all of their equity interests
in the Indonesian operating entity to us as security for their obligations under the contractual arrangements. The equity pledges cover existing shares as well as any equity interests acquired in the future. In the event of a breach of the
contractual arrangements, we are entitled to enforce the pledges in accordance with applicable law.
•
Exclusive Option Agreements.
We have been granted exclusive options to purchase, or to
designate one or more persons to purchase, all or part of the equity interests in the Indonesian operating entity held by the registered shareholders, at the lowest price permitted under applicable Indonesian laws. These options may be exercised at
any time, subject to applicable regulatory requirements, and provide us with the ability to acquire direct ownership of the operating entity if and when such ownership becomes permissible.
•
Assignment of Proceeds Agreements.
The registered shareholders have agreed to assign to us all
economic benefits derived from their equity interests in the Indonesian operating entity, including dividends, distributions, liquidation proceeds and any other payments. Through these arrangements, we are entitled to receive substantially all of
the economic returns generated by the operating entity.
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•
Irrevocable Powers of Attorney.
Each registered shareholder has granted us irrevocable powers
of attorney to exercise shareholder rights with respect to the Indonesian operating entity, including voting rights, the right to appoint and remove directors and management, and the right to dispose of the pledged equity interests in accordance
with the contractual arrangements. These powers of attorney are intended to ensure our ability to direct the activities of the operating entity on an ongoing basis.
•
Indemnity Agreements.
We have entered into indemnity agreements pursuant to which we agree to
indemnify the registered shareholders against liabilities, losses or claims arising from their performance of obligations under the contractual arrangements or from actions taken at our supervision, to the extent permitted by applicable law.
These indemnity arrangements are designed to allocate operational and regulatory risks to us as the primary beneficiary of the operating entity.
Based on the advice of our local counsel in Indonesia, the foregoing contractual arrangements and the relevant corporate structure, currently
in effect and immediately after giving effect to this offering, do not result in any violation of the Indonesian laws or regulations currently in effect, and the contractual arrangements between us and the shareholders of KUFI governed by the
relevant local laws, currently in effect and immediately after giving effect to this offering, are valid, binding and enforceable and do not result in any violation of such laws or regulations.
The above advice is given with respect to the laws and regulations of the respective jurisdictions and the prevailing interpretation thereof
as of the date hereof and does not purport to speculate as to future laws or regulations or as to future interpretations of current laws and regulations. Uncertainties in the relevant legal systems could cause the relevant regulatory authorities to
find the current contractual arrangements and businesses to be in violation of any existing or future relevant laws or regulations. In addition, if any of KUFI or its registered shareholders fails to perform their obligations under the contractual
arrangements, we may be required to incur substantial costs and expend resources to enforce our rights as the primary beneficiary for accounting purposes under the contracts. See “Risk Factors — Risks Related to Our Corporate
Structure.”
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations in
conjunction with our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of events
could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.
Our Business
OPay is a digital financial
platform built for the challenges of emerging markets. We use technology to advance financial inclusion, empowering millions of consumers and businesses with fast, reliable and secure financial services.
OPay was the No.1 finance app with a 9.9% market share in Africa and Middle East, based on MAU in the six months ended June 30, 2026, and
also the No.2 app across all categories in Nigeria, based on DAU as of July 31, 2026, according to Frost & Sullivan. Over the coming decades, we aspire to become a leading national payment app in more countries across Africa, serving
billions of users and millions of merchants, while creating jobs and economic opportunity.
Since launching in Nigeria, we have pioneered
seamless digital payments to become the country’s leading digital financial platform. We have built an integrated suite of solutions to serve the financial needs of consumers and merchants.
In addition to Nigeria, we operate in Indonesia, Egypt and Pakistan. In Indonesia, our current business is focused on loan facilitation. In
Egypt, we currently provide merchant acquiring services, supported by partnerships with local financial institutions and are exploring additional licenses to enable further growth in Egypt. In Pakistan, we offer merchant acquiring and consumer
wallet services.
General Factors Affecting Our Results of Operations
Our business and results of operations are influenced by a variety of general factors that impact our ability to capitalize on the growth of
our addressable markets in various emerging markets.
These factors include:
•
Overall economic growth in key markets.
Economic performance in our primary markets directly impacts
consumer spending, demand for financial services, and the overall demand of our solutions and services.
•
Technological advancements and digital infrastructure.
Keeping up with rapid technological advancements is
crucial to maintaining our competitive edge. Innovations in digitalization, data analytics, and AI play a key role in enhancing user experience, expanding our product offerings, and optimizing our operational efficiencies.
•
Public perception and trust in our OPay platform.
Consumer trust in digital financial services and
perceptions of security and reliability are essential for adoption. Any negative changes in public perception, particularly regarding data privacy, fraud, or service disruptions, could impact user growth and retention.
•
Geopolitical factors and market dynamics.
Geopolitical events, such as changes in trade relations,
regulatory shifts, or political instability, can affect market expansion strategy, business operations, and the cost of capital. Local regulations and policies may also vary across our markets, influencing how we operate and grow.
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•
Regulatory environment.
The evolving regulatory landscape in countries where we operate or intend to
operate requires constant monitoring and adaptation. Changes in financial services regulations, mobile money rules, AML requirements, and tax laws could affect our business model, operational costs, and compliance requirements.
•
Industry competition and market share expansion.
The rapidly expanding fintech market presents both
opportunities and challenges. Intense competition from traditional financial institutions, digital banks, and emerging fintech startups requires us to continuously innovate and refine our offerings to maintain market share and achieve sustainable
growth.
Changes in any of these factors could significantly affect our business, financial condition, and operational
results. Given our current stage of development, we believe the continued growth and success of our business depend on successfully addressing these challenges and leveraging the opportunities they present.
Specific Factors Affecting Our Results of Operations
Considering the current stage of our development, we believe that the growth and future success of our business depend on several specific
factors. While each of these factors presents significant opportunities for our business, they also pose important challenges that we must successfully address to sustain our growth, improve our results of operations, and maintain or increase
profitability.
These factors include:
Market Leadership in Digital Financial Services across Emerging Economies
Our success is built on our established position as a leading digital financial platform in Nigeria. OPay was the No. 1 finance app with a
9.9% market share in Africa and Middle East, based on MAU in the six months ended June 30, 2026, and also the No. 2 app across all categories in Nigeria, based on DAU as of July 31, 2026, according to Frost & Sullivan.
OPay platform’s ability to integrate digital financial services with an omnichannel approach enables us to serve a wide range of users,
including those in regions with limited traditional banking infrastructure. By offering both online and offline payment options, we drive financial inclusion, empowering individuals and small businesses to access a full suite of essential financial
services. Beyond our established presence in Nigeria, we continue to expand our footprint in other key emerging markets.
As digital
adoption accelerates in these markets, we are strategically positioned to capture the growing complex demand for digital financial services, reinforcing our leadership in the rapidly expanding fintech landscape in emerging markets. Our continued
innovation and user engagement ensure that we remain at the forefront of this evolution, delivering comprehensive solutions that meet the diverse needs of our users.
Transaction Volume Scale, Sustained User Growth and High Engagement
Our success depends on the growth of our transaction volume, user base and our ability to drive
high-frequency
usage across our platform, which directly supports the scale and growth of a variety of our business lines and revenue sources.
OPay has become integral to the daily lives of our users, with a growing and diverse user base engaging across all service categories,
including payments, savings and credit. Our rapid user base expansion is driven by the increasing demand for digital financial services in our markets. Our integrated financial services meet a broad variety of user needs, boosting our customer
loyalty. As user engagement deepens and platform stickiness increases, transaction frequency and volume on our platform continue to grow, strengthening a self-reinforcing
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cycle between user activity and monetization. In 2024 and 2025, the total GTV enabled on OPay platform amounted to US$166.2 billion and US$358.0 billion. For the six months ended
June 30, 2025 and 2026, the total GTV enabled on OPay platform amounted to US$139.3 billion and US$339.1 billion. Our user engagement metrics, such as MAUs and DAUs, reflect our ability to retain users and maintain high platform
stickiness. The DAUs of OPay app amounted to 26.8 million as of July 31, 2026, representing DAU/MAU ratio of 54%, which was the strongest engagement level in the African fintech industry, according to Frost & Sullivan. These key
indicators of user engagement demonstrate the strong relationship between OPay and its users, with both MAUs and DAUs showing consistent growth, underscoring the lasting value of our platform in the digital finance ecosystem.
By offering users a seamless, secure, and cost-effective platform for a wide array of digital financial services from retail purchases and
bill payments to money transfers and financial management, we convert sustained user engagement into scalable transaction volume, which serves as a core driver of our financial performance. Our ability to retain and deepen user engagement, through
personalized offerings tailored to their specific needs, provides a strong foundation for sustained growth and long-term market leadership.
Diversified Revenue Streams and Monetization Models
Our financial performance depends on our ability to monetize transaction activity. Our diversified revenue streams contribute to our resilience
and provide multiple growth avenues. We generate revenue primarily from transaction-based services, loan financing services, loan facilitation services, and interest income from short-term investments. This diversification strengthens our financial
position and helps us build a more sustainable business model, reducing our reliance on any single income stream.
Our transaction-based
services primarily represents transaction-based fees or commissions upon the successful completion of payment transactions, with pricing influenced by transaction type, channel and volume. This revenue stream is mainly driven by the growth of our
user base and transaction volume enabled on the OPay platform. Revenue from loan financing services represents another key revenue source, primarily derived from our credit service activities in Nigeria, where pricing reflects borrower risk
profiles, loan tenor and funding structure. In addition to the above, we generate revenue from (i) loan facilitation services in Indonesia, (ii) interest income from short-term investments, and (iii) other income mainly from the sale
of POS terminals and performance-based marketing services provided to merchants and others.
Robust Technological Foundation and Advanced
Data-Driven Risk Management
Our success is underpinned by a robust and scalable technology infrastructure, built around advanced
AI and big data analytics. These capabilities enable us to process millions of transactions, ensuring that our users receive fast, secure, and reliable services.
AI-powered
models play a critical role in key
functions such as credit scoring, fraud detection, and customer service automation. By personalizing financial solutions based on user data, we enhance the overall user experience and provide tailored financial services that meet the unique needs of
each customer.
Our technological framework is complemented by a strong risk management system, allowing us to maintain operational
resilience in various complex environments. By leveraging data from across our ecosystem, we continuously improve our risk models, enabling better credit decisioning and fraud prevention. This proactive approach strengthens trust with our users and
business partners, enhancing both our financial stability and market position. Through continuous refinement of our data-driven risk management, we ensure that we remain at the forefront of the fintech industry, delivering secure and efficient
services while managing risks effectively.
Cost Discipline and Operational Scalability
Our ability to achieve sustainable profitability depends on effective expense management, operating leverage and our ability to scale while
maintaining cost discipline. As we continue our rapid expansion across
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diverse markets, effective expense management and operational efficiency will be critical to sustaining long-term profitability. We expect our expense structure to evolve as we scale operations
and invest in technology infrastructure, compliance measures, and marketing to acquire and retain users. Our focus on streamlining operations has allowed us to effectively manage our growth, with key expenses such as technology and development,
selling and marketing, and general and administrative expenses being carefully monitored and controlled.
As transaction volume scales, we
benefit from economies of scale across multiple cost categories. Our technology and development expenses have decreased as a percentage of total revenue due to the benefits of scale from 2024 to 2025, and from the six months ended June 30,
2025 to the same period in 2026, reflecting our ability to drive cost efficiency through automation, AI, and data analytics. Furthermore, transaction-related expenses represent a key variable cost in our payment services, and as transaction volume
increases, we negotiate more favorable terms with banks and payment partners, thereby reducing
per-transaction
costs over time. While our selling and marketing spend has increased to support user acquisition,
we aim to maintain a stable marketing expense ratio by leveraging our superior user experience and strong
word-of-mouth
referrals. We have also been able to optimize
general and administrative expenses as our expanding business scale allows us to better leverage our human resources and improve operational productivity.
By focusing on disciplined expense management and operational scalability, we are ensuring that our cost structure supports rapid growth while
maintaining our profitable trajectory and expanding margins.
Non-U.S.
GAAP Financial Measures
We use the following
non-U.S.
GAAP financial measures to evaluate our ongoing operations and for
internal planning and forecasting purposes. We believe that
non-U.S.
GAAP financial information, when taken collectively, is helpful to investors because it provides consistency and comparability with past
financial performance, facilitates
period-to-period
comparisons of results of operations, and assists in comparisons with other companies, many of which use similar
financial information. We also believe that presentation of the
non-U.S.
GAAP financial measures provides useful information to our investors regarding our results of operations because it provides investors
with greater transparency to the information used by our management in our financial and operational decision making so that investors can see through the eyes of our management regarding important financial metrics that our management uses to run
the business as well as allowing investors to better understand our performance.
We define EBITDA
as net (loss) income adjusted
for interest income, interest expense, income tax expense, depreciation and amortization. We define adjusted EBITDA as EBITDA adjusted for unrealized foreign exchange loss (gain) and inventory write-downs. Our management regularly reviews EBITDA and
adjusted EBITDA to assess the performance of our business.
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The following table presents our
non-U.S.
GAAP
financial measures for the periods indicated.
For the Years Ended
December 31,
For the
Six Months Ended
June 30,
2024
2025
2025
2026
US$
US$
US$
US$
(in thousands)
(unaudited)
Net (loss) income
(50,827
)
72,470
21,714
90,874
Interest income
(4,931
)
(4,099
)
(1,807
)
(3,203
)
Interest expense
1,867
1,988
1,249
549
Income tax expense
3,782
38,323
14,102
43,628
Depreciation and amortization
16,551
4,463
2,921
1,018
EBITDA (Non-GAAP)
(33,558
)
113,145
38,179
132,866
Adjustments:
Unrealized foreign exchange loss (gain)
6,168
(1,624
)
328
(1,146
)
Inventory write-downs
1,833
3,021
1,714
3,585
Adjusted EBITDA (Non-GAAP)
(25,557
)
114,542
40,221
135,305
Key Operating and Financial Metrics
We monitor a number of operating and financial metrics to evaluate our business, measure our performance, identify trends affecting our
business, formulate financial projections and make strategic decisions. Our operating and financial metrics may be calculated in a different manner than similarly titled metrics reported by other companies.
Operating
. The key operating metrics to evaluate our business are presented in the table below.
As of/For the Year Ended
December 31,
As of/For the Six Months Ended
June 30,
2024
2025
2025
2026
GTV
US$166.2 billion
US$358.0 billion
US$139.3 billion
US$339.1 billion
MAUs
25.1 million
39.3 million
31.1 million
47.5 million
New loans originated
(1)
US$243.9 million
US$938.3 million
US$305.1 million
US$927.6 million
Monthly ARPU
(2)
US$0.9
US$1.4
US$1.2
US$1.8
Monthly cost to serve
(3)
US$0.5
US$0.4
US$0.4
US$0.3
Total transaction count
(4)
28.6 billion
62.3 billion
25.7 billion
53.5 billion
NPL ratio
(5)
4.6%
5.2%
4.8%
4.3%
Annual average NPL ratio
(6)
4.8%
4.6%
N/A
N/A
Note:
(1)
New loans originated refers to the total principal amount of new credit agreements originated under our
self-operated model in Nigeria in the respective period.
(2)
Monthly ARPU is defined as the average monthly revenue divided by the average number of individual active
customers during the period.
(3)
Monthly cost to serve is defined as the monthly average of the sum of transactional expenses, technology and
development expenses and customer support and operations expenses divided by the average number of individual active customers during a given period.
(4)
Total transaction count refers to the total number of all payment, transaction and loan transactions processed
through our platform during a given period.
(5)
NPL ratio refers to gross loan receivables that are 90 days or more past due as a percentage of total gross
loan receivables as of the end of a given period.
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(6)
Annual average NPL ratio refers to annual average of quarterly 90 days past due gross loan receivables as a
percentage of total gross loan receivables ratio for a given year.
We use the NPL ratio primarily as a lagging outcome
indicator to steer credit risk management at the portfolio level:
•
Trend Monitoring and Early Warning
: We track NPL ratio by risk tier and product to identify emerging
credit stress before it becomes systemic. A sustained upward trend in the NPL ratio for any segment triggers detailed reviews of our underwriting standards, portfolio mix, and the prevailing macroeconomic environment.
•
Portfolio Level Calibration Trigger
: The NPL ratio serves as a hard boundary for our risk appetite. If
predefined NPL thresholds are breached, our framework automatically triggers corrective actions, which may include tightening underwriting score cutoffs, reducing credit exposure to deteriorating segments or adjusting pricing.
•
Portfolio Mix and Limit Management
: By analyzing the NPL ratio by risk segment, we manage the overall
composition of our loan book. This analysis guides our dynamic credit limit allocation and borrower retention strategies, ensuring that lower-risk segments can grow at a faster rate, thereby managing the overall portfolio’s risk profile even
as absolute loan balances increase.
•
Collections Performance Benchmark
: We monitor NPL formation rates (the rate at which loans flow into 90+
days past due status) as a primary measure of our collection effectiveness. An increase in this rate signals a need to review and adjust our collection segmentation, contact strategies, or provisioning levels.
Our NPL ratio decreased from 4.8% as of June 30, 2025 to 4.3% as of June 30, 2026. We observed an increase in NPL ratio in the last
quarter of 2025 and first quarter of 2026, which primarily reflected a deliberate and temporary expansion of our risk appetite to increase loan size and tenor to certain borrowers as part of our overall strategy to drive loan volume growth across
our portfolio. This short-term increase was anticipated and remained within our established overall risk appetite and management expectations. During the first half of 2026, there were two main contributors to the reduction of NPL ratio: tightened
our risk appetite in consumer loans, a mix shift towards more merchant loans which have a lower risk profile. We plan to adjust risk levels over time to optimize business objectives; for example, in the past we have increased risk appetite during
the Q4 holiday season, while keeping the overall NPL level within our established target range. We also expect movement in overall NPL ratio as our recently launched merchant loan product matures.
In addition, we monitor our customer acquisition cost, which refers to the total sales and marketing costs to acquire one new customer
calculated as total acquisition-related expenses divided by the number of new customers acquired during a given period. In the first half of 2026, our CAC excluding Indonesia was US$1.9. Our Indonesia operations were excluded from the above metrics
because the nature of our business in Indonesia differs significantly from that of our operations in our other markets. As a result, management does not consider the inclusion of Indonesia to be meaningful for purposes of comparing these metrics
across periods and evaluating the performance of the businesses to which these metrics are primarily relevant. Meanwhile, our monthly ARPU excluding Indonesia increased from US$0.6 in the first quarter of 2024 to US$1.7 in the second quarter of
2026.
Moreover, we primarily use weighted risk-adjusted net interest margin (“weighted risk-adjusted NIM”) to evaluate the
yield performance of our loan financing services and other interest-earning assets. Weighted
risk-adjusted
NIM is calculated by dividing (i) loan financing and interest income, less interest and financial
expenses and credit loss allowance recognized during the relevant period, by (ii) the average balance of sum of cash and cash equivalents, restricted cash, customer accounts, gross loans and interest receivables and short-term investments
during the same period. This metric measures the profitability of our interest-earning assets after taking into account the related funding and credit costs.
Our weighted risk-adjusted NIM increased from 19.2% for the six months ended June 30, 2025 to 21.1% for the six months ended June 30,
2026. This was driven primarily by higher asset utilization within the interest earning asset base. A greater proportion of our balance sheet was deployed into higher yielding investment and
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lending assets, lifting the blended asset yield. This improvement in earning asset mix, combined with disciplined funding cost management, allowed the spread between asset yield and cost of funds
to widen, resulting in the reported increase in NIM.
Revenue and income
. We monitor revenue and income to evaluate our financial
performance and identify trends across our operations. The following table sets forth the selective revenue, operating income and net income for the indicated quarters.
For the three months ended
March 31,
2025
June 30,
2025
March 31,
2026
June 30,
2026
US$
(in thousands)
(unaudited)
Revenues
Transaction-based services
33,316
36,536
62,383
68,171
Loan financing services
36,649
51,499
107,368
128,747
Loan facilitation services
8,773
9,327
20,754
20,813
Interest income from short-term investments
7,814
9,258
22,050
28,543
Others
1,251
3,054
4,375
3,856
Total
87,803
109,674
216,930
250,130
Operating Income
15,402
20,396
61,224
70,013
Net income
8,883
12,831
40,979
49,895
Historically, a substantial majority of our revenue has been generated in Nigeria, which contributed
US$156.4 million, or 76.0%, US$472.6 million, or 88.1%, and US$417.6 million, or 89.5%, of our total revenue in 2024, 2025 and for the six months ended June 30, 2026, respectively. We have also derived a substantial portion of
our revenue from transaction-based revenue generated from our Consumer Services and Merchant Services business lines. See “Business” for more details.
Key Components of Results of Operations
Revenues
Our revenue consists of (i) transaction-based services, (ii) loan financing services, (iii) loan facilitation
services, (iv) interest income from short-term investments, and (v) others.
The following table sets forth a breakdown of our
revenues, in absolute amounts and as percentages of total revenues, for the periods indicated.
For the Year Ended December 31,
For the Six Months Ended June 30,
2024
2025
2025
2026
US$
%
US$
%
US$
%
US$
%
(in thousands, except for percentages)
(unaudited)
Revenues
Transaction-based services
79,190
38.5
167,262
31.2
69,852
35.4
130,554
27.9
Loan financing services
71,536
34.8
260,251
48.5
88,148
44.6
236,115
50.6
Loan facilitation services
39,189
19.0
50,579
9.4
18,100
9.2
41,567
8.9
Interest income from short-term investments
9,200
4.5
47,256
8.8
17,072
8.6
50,593
10.8
Others
6,616
3.2
10,903
2.1
4,305
2.2
8,231
1.8
Total
205,731
100.0
536,251
100.0
197,477
100.0
467,060
100.0
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Transaction-based Services
Our revenue from transaction-based services is derived from the fees and commissions charged to consumers and merchants for enabling online and
offline payment services via our OPay platform. We charge the fees at a fixed percentage of the total transaction amount processed. We recognize revenue as payments are successfully processed. The growth of revenue from transaction-based services is
primarily linked to the increases in user bases and the overall transaction volume enabled on our OPay platform.
Loan Financing Services
Our revenue from loan financing services represents revenue generated from our Credit Services under the self-operated model in Nigeria, which
primarily consists of interest earned on our self-operated loans on an accrued basis, calculated using the effective interest method over the loan term. To a lesser extent, our revenue from loan financing services also includes the penalty fees for
late installment payments calculated based on the number of overdue days and the applicable late payment rate.
Loan Facilitation Services
Our revenue from loan facilitation services is generated from our Credit Services under the loan facilitation model in Indonesia offered to
local borrowers and lending banks in Indonesia. Our loan facilitation services include (i) loan facilitation and matching services, and (ii) post-origination services, including account maintenance, collection, and payment processing.
These services fees are calculated based on amounts billed to borrowers (inclusive of loan interest, insurance premiums, and service fees), net of interest due to funding partners and premiums paid to insurance companies on the funding
partners’ behalf.
Interest Income from Short-Term Investments
Our interest income from short-term investments is primarily derived from interest earned from short-term investments that we make with the
deposits from savings products. The short-term investments mainly include wealth management products issued by financial institutions and treasury bills issued by CBN, with maturities within one year.
We monitor the return on our short-term investments using the weighted average yield, which we calculate as total investment income divided by
the sum of total short-term investments. In line with the growth of the interest income from short-term investments, our weighted average yield was 19% as of December 31, 2024, 21% as of December 31, 2025 and 22% as of June 30, 2026.
The weighted average yield on our short-term investments may fluctuate from period to period depending on changes in interest rates, market conditions, asset allocation among different investment products and the timing of reinvestment.
Others
Our other revenue mainly includes
revenues from sales of POS terminals and performance-based marketing services provided to merchants and others. Revenue is recognized when control of the goods and services is transferred to the customer. We strategically sell POS terminals below
cost to expand our merchant base. Accordingly, revenue generated from POS terminal sales is not a primary focus of our business.
Operating Expenses
Our operating expenses include (i) transaction-based expenses, (ii) provision for expected credit loss,
(iii) interest and financial expenses, (iv) technology and development expenses, (v) selling and marketing expenses, (vi) general and administrative expenses, (vii) customer support and operations, (viii) depreciation
and amortization, (ix) hardware cost, and (x) others.
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The following table sets forth the components of our operating expenses, by amounts and as
percentages of total revenues, for the periods presented:
For the Year Ended
December 31,
For the Six Months Ended June 30,
2024
2025
2025
2026
US$
%
US$
%
US$
%
US$
%
(in thousands, except for percentages)
(unaudited)
Operating expenses
Transaction-based expenses
17,989
8.7
14,348
2.7
7,272
3.7
7,296
1.6
Provision for expected credit loss
24,830
12.1
121,294
22.6
38,137
19.3
118,355
25.3
Interest and financial expenses
6,192
3.0
21,477
4.0
7,394
3.7
19,352
4.1
Technology and development expenses
79,603
38.7
95,147
17.7
37,777
19.1
56,835
12.2
Selling and marketing expenses
43,361
21.1
96,609
18.0
38,441
19.5
78,676
16.8
General and administrative expenses
26,084
12.7
26,640
5.0
8,766
4.4
19,624
4.2
Customer support and operations
16,740
8.1
27,480
5.1
14,312
7.2
15,192
3.3
Depreciation and amortization
16,551
8.0
4,463
0.8
2,921
1.5
1,018
0.2
Hardware cost
9,576
4.7
21,693
4.0
6,659
3.4
19,475
4.2
Others
(93
)
(0.0
)
—
—
—
—
—
—
Total
240,833
117.1
429,151
79.9
161,679
81.8
335,823
71.9
Transaction-Based Expenses
Transaction-based expenses consist primarily of processing and settlement fees paid to the third-party payment processors and financial
institutions in relation to the payment services enabled on OPay platform, and various other costs directly attributable to our revenue from transaction-based services.
Provision for Expected Credit Loss
Provision for expected credit loss mainly represents the allowance recognized by us for expected credit losses associated with our loans and
interest receivable arising from our Credit Services under the self-operated model in Nigeria. Loans and interest receivable primarily consist of unpaid principal and accrued interest due from borrowers and are recorded at amortized cost, net of
allowance.
Interest and Financial Expenses
Interest and financial expenses primarily consist of the interest paid to individual customers who have interest-bearing deposits or purchase
the savings products on OPay app.
Technology and Development Expenses
Technology and development expenses represent operational costs such as personnel-related expenses, technology service fees and other costs to
support and improve our OPay platform.
Selling and Marketing Expenses
Selling and marketing expenses primarily represent personnel-related expenses and fees incurred from advertising and promotional activities
designed to enhance our brand visibility and market penetration, such as social media outreach to traditional media placements.
General and
Administrative Expenses
General and administrative expenses mainly encompass personnel-related expenses,
day-to-day
office expenditures, facility costs such as rental and utilities, and professional fees for audit and legal services.
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Customer Support and Operations
Customer support and operations consist primarily of personnel related expenses and costs incurred in the Group’s customer operations
centers, including call center, customer onboarding and compliance costs.
Depreciation and Amortization
Depreciation and amortization primarily represent the depreciation and amortization of our property and equipment and intangible assets during
our daily business operations.
Hardware Cost
Hardware cost primarily represents the cost of POS terminals sold.
Others
Our other operating expenses
primarily include gains or losses arising from our disposal of assets.
Interest Income
Our interest income primarily represents the interest we earned on our cash and cash equivalents.
Interest Expense
Our interest
expense primarily arises from the interest from fixed rate notes.
Foreign exchange loss, net
Our net foreign exchange loss primarily arises from fluctuations in foreign currency exchange rates.
Others, net
Our others, net
primarily include incidental settlement expenses, compensations and other
non-operating
expenses.
Taxation
Cayman Islands
Under the
current laws of the Cayman Islands, we are not subject to tax on income or capital gains arising in the Cayman Islands. Additionally, upon payments of dividends by us to our shareholders, no Cayman Islands withholding tax will be imposed.
Singapore
Under the Singapore tax
laws, subsidiaries in Singapore are subject to a unified 17% tax rate, and there are no withholding taxes in Singapore on remittance of dividends.
Nigeria
Entities established in
Nigeria are subject to 10% withholding tax and 30% corporate income tax. Minimum tax is payable by entities having no taxable profits for the year or where the tax on profits is below the minimum tax, which is calculated as 0.5% of gross turnover.
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Egypt
Entities established in Egypt are subject to 22.5% corporate income tax.
Results of Operations
The following
table sets forth a summary of our consolidated results of operations, both in absolute amount and as a percentage of total revenues for the periods indicated. This information should be read together with our consolidated financial statements and
related notes included elsewhere in this prospectus. We believe that the
period-to-period
comparison of operating results should not be relied upon as being indicative
of future performance.
For the Year Ended December 31,
Year-on-Year
Changes
For the Six Months Ended
June 30,
Period-on-Period
Changes
2024
2025
2025
2026
US$
%
US$
%
%
US$
%
US$
%
%
(in thousands, except for percentages)
(unaudited)
Revenues
Transaction-based services
79,190
38.5
167,262
31.2
111.2
69,852
35.4
130,554
27.9
86.9
Loan financing services
71,536
34.8
260,251
48.5
263.8
88,148
44.6
236,115
50.6
167.9
Loan facilitation services
39,189
19.0
50,579
9.4
29.1
18,100
9.2
41,567
8.9
129.7
Interest income from short-term investments
9,200
4.5
47,256
8.8
413.7
17,072
8.6
50,593
10.8
196.4
Others
6,616
3.2
10,903
2.1
64.8
4,305
2.2
8,231
1.8
91.2
Total revenues
205,731
100.0
536,251
100.0
160.7
197,477
100.0
467,060
100.0
136.5
Operating expenses
Transaction-based expenses
(17,989
)
(8.7
)
(14,348
)
(2.7
)
(20.2
)
(7,272
)
(3.7
)
(7,296
)
(1.6
)
0.3
Provision for expected credit loss
(24,830
)
(12.1
)
(121,294
)
(22.6
)
388.5
(38,137
)
(19.3
)
(118,355
)
(25.3
)
210.3
Interest and financial expenses
(6,192
)
(3.0
)
(21,477
)
(4.0
)
246.9
(7,394
)
(3.7
)
(19,352
)
(4.1
)
161.7
Technology and development expenses
(79,603
)
(38.7
)
(95,147
)
(17.7
)
19.5
(37,777
)
(19.1
)
(56,835
)
(12.2
)
50.4
Selling and marketing expenses
(43,361
)
(21.1
)
(96,609
)
(18.0
)
122.8
(38,441
)
(19.5
)
(78,676
)
(16.8
)
104.7
General and administrative expenses
(26,084
)
(12.7
)
(26,640
)
(5.0
)
2.1
(8,766
)
(4.4
)
(19,624
)
(4.2
)
123.9
Customer support and operations
(16,740
)
(8.1
)
(27,480
)
(5.1
)
64.2
(14,312
)
(7.2
)
(15,192
)
(3.3
)
6.1
Depreciation and amortization
(16,551
)
(8.0
)
(4,463
)
(0.8
)
(73.0
)
(2,921
)
(1.5
)
(1,018
)
(0.2
)
(65.1
)
Hardware cost
(9,576
)
(4.7
)
(21,693
)
(4.0
)
126.5
(6,659
)
(3.4
)
(19,475
)
(4.2
)
192.5
Others
93
0.0
—
—
(100.0
)
—
—
—
—
—
Total operating expenses
(240,833
)
(117.1
)
(429,151
)
(79.9
)
78.2
(161,679
)
(81.8
)
(335,823
)
(71.9
)
107.7
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For the Year Ended December 31,
Year-on-Year
Changes
For the Six Months Ended
June 30,
Period-on-Period
Changes
2024
2025
2025
2026
US$
%
US$
%
%
US$
%
US$
%
%
(in thousands, except for percentages)
(unaudited)
Operating (loss) income
(35,102
)
(17.1
)
107,100
20.0
(405.1
)
35,798
18.2
131,237
28.1
266.6
Interest income
4,931
2.4
4,099
0.8
(16.9
)
1,807
0.9
3,203
0.7
77.3
Interest expense
(1,867
)
(0.9
)
(1,988
)
(0.4
)
6.5
(1,249
)
(0.6
)
(549
)
(0.1
)
(56.0
)
Foreign exchange (loss) gain, net
(14,278
)
(6.9
)
3,338
0.6
(123.4
)
(565
)
(0.3
)
548
0.1
(197.0
)
Others, net
(729
)
(0.4
)
(1,756
)
(0.3
)
140.9
25
0.0
63
0.0
152.0
(Loss) income before income taxes
(47,045
)
(22.9
)
110,793
20.7
(335.5
)
35,816
18.2
134,502
28.8
275.5
Income tax expense
(3,782
)
(1.8
)
(38,323
)
(7.2
)
913.3
(14,102
)
(7.1
)
(43,628
)
(9.3
)
209.4
Net (loss) income
(50,827
)
(24.7
)
72,470
13.5
(242.6
)
21,714
11.1
90,874
19.5
318.5
The Six Months Ended June 30, 2026 Compared to The Six Months Ended June 30, 2025
Revenues
Our revenues
significantly increased from US$197.5 million for the six months ended June 30, 2025 to US$467.1 million for the six months ended June 30, 2026, mainly attributable to the increase in our revenue from loan financing services and
transaction-based services, among others.
•
Transaction-based Services.
Our revenue from transaction-based services increased by 86.9% from
US$69.9 million for the six months ended June 30, 2025 to US$130.6 million for the six months ended June 30, 2026, mainly attributable to the rise in GTV on OPay platform from US$139.3 billion to US$339.1 billion from
the six months ended June 30, 2025 to the same period in 2026, which, in turn, was driven by (i) the expansion of user base driven by our continuous efforts to acquire new users. Specifically, DAUs on OPay app grew from 17.6 million
to 25.8 million over the same period; (ii) our commitment to fostering deeper engagement with existing ones; and (iii) our continuous expanding and diversifying our merchant base.
•
Loan Financing Services.
Our revenue from loan financing services significantly increased from
US$88.1 million for the six months ended June 30, 2025 to US$236.1 million for the six months ended June 30, 2026, mainly due to (i) the increase in the volume of new loans originated in our credit services under the
self-operated model in Nigeria from US$305.1 million for the first half of 2025 to US$927.6 million for the first half of 2026, fueled by our organic growth of loan business in Nigeria, combined with (ii) the growth of the number of
quarterly unique borrowers in Nigeria from 3.5 million as of June 30, 2025 to 6.7 million as of June 30, 2026 as we gained more recognition among local borrowers.
•
Loan Facilitation Services.
The revenue generated from loan facilitation services significantly increased
from US$18.1 million for the six months ended June 30, 2025 to US$41.6 million for the six months ended June 30, 2026, primarily driven by our continuous improvement in platform user scale, credit conversion rate and repeat loan
rate.
•
Interest Income from Short-Term Investments.
Our interest income from short-term investments significantly
increased from US$17.1 million for the six months ended June 30, 2025 to US$50.6 million for the six months ended June 30, 2026, mainly attributable to the growth of our investment scale.
•
Others.
Our other revenue increased by 91.2% from US$4.3 million for the six months ended
June 30, 2025 to US$8.2 million for the six months ended June 30, 2026, mainly due to the increased sales
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performance of our POS terminals. By June 30, 2025 and June 30, 2026, the accumulative number of POS terminals we dispatched reached 0.8 million and 1.3 million, respectively.
Operating Expenses
Our operating expenses significantly increased from US$161.7 million for the six months ended June 30, 2025 to US$335.8 million for the
six months ended June 30, 2026.
•
Transaction-Based Expenses
. Our transaction-based expenses remained relatively stable at US$7.3 million
and US$7.3 million for the six months ended June 30, 2025 and 2026 despite the significant increase in our revenue from transaction-based services, mainly due to lower channel costs with banks and other partners as a result of economies of scale
arising from increased transaction volume, as well as optimization of channel selection algorithms. In particular, each payment channel is subject to its own fee structure, which may vary depending on the type and amount of the transaction. Our
channel selection algorithms evaluate the applicable fee rates and cost characteristics across available channels and route each transaction through the channel that minimizes the overall transaction cost while maintaining a high transaction success
rate. Accordingly, the channel selection algorithms have a direct impact on our transaction-based expenses. We continuously refine and enhance the algorithms’ decision logic, by incorporating updated fee schedules from existing payment
channels and onboarding new payment channels, in order to improve routing efficiency and reduce transaction costs over time.
•
Provision for Expected Credit Loss
. Our provision for expected credit loss significantly increased from
US$38.1 million for the six months ended June 30, 2025 to US$118.4 million for the six months ended June 30, 2026, mainly due to the growth in new loans originated over the same periods from US$305.1 million to US$927.6 million.
•
Interest and Financial Expenses
. Our interest and financial expenses significantly increased from US$7.4
million for the six months ended June 30, 2025 to US$19.4 million for the six months ended June 30, 2026, mainly driven by the increase in the interest-bearing deposits and savings products of our users as our business scale expanded.
•
Technology and Development Expenses
. Our technology and development expenses increased by 50.4% from
US$37.8 million for the six months ended June 30, 2025 to US$56.8 million for the six months ended June 30, 2026, primarily due to increased expenses for the development, upgrading and innovation of our products and services, especially our
payment services.
•
Selling and Marketing Expenses
. Our selling and marketing expenses significantly increased from US$38.4
million for the six months ended June 30, 2025 to US$78.7 million for the six months ended June 30, 2026, mainly due to our online marketing and promotion campaigns to attract user traffic, as well as our offline advertising activities.
•
General and Administrative Expenses
. Our general and administrative expenses significantly increased from
US$8.8 million for the six months ended June 30, 2025 to US$19.6 million for the six months ended June 30, 2026, mainly due to the expansion of our business scale, which led to higher administrative demand.
•
Customer Support and Operations
. Our expenses for customer support and operations increased by 6.1% from
US$14.3 million for the six months ended June 30, 2025 to US$15.2 million for the six months ended June 30, 2026, primarily due to the expansion of our customer base.
•
Depreciation and Amortization
. Our depreciation and amortization decreased by 65.1% from US$2.9 million
for the six months ended June 30, 2025 to US$1.0 million for the six months ended June 30, 2026, mainly because the intangible assets in relation to our acquired assets had been fully amortized, resulting in a subsequently lower amortization
amount.
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•
Hardware Cost
. Our hardware cost significantly increased from US$6.7 million for the six months ended
June 30, 2025 to US$19.5 million for the six months ended June 30, 2026, mainly due to the increase in our sales of POS terminals in association with our main business operations.
Operating Income
As a result of
the foregoing, our operating income increased significantly from US$35.8 million for the six months ended June 30, 2025 to US$131.2 million for the six months ended June 30, 2026.
Interest Income
Our interest
income increased by 77.3% from US$1.8 million for the six months ended June 30, 2025 to US$3.2 million for the six months ended June 30, 2026, mainly due to the increase in deposit placements during the period.
Interest Expense
Our interest
expense decreased by 56.0% from US$1.2 million for the six months ended June 30, 2025 to US$0.5 million for the six months ended June 30, 2026, mainly due to repayment of fixed rate notes in September 2025.
Foreign Exchange (Loss) Gain, Net
Our net foreign exchange loss of US$0.6 million for the six months ended June 30, 2025 changed into net foreign exchange gain of US$0.5 million
for the six months ended June 30, 2026.
Others, Net
Others, net, increased from US$25 thousand for the six months ended June 30, 2025 to US$63 thousand for the six months ended June 30,
2026.
Net Income
As a result
of the foregoing, our net income significantly increased from US$21.7 million for the six months ended June 30, 2025 to US$90.9 million for the six months ended June 30, 2026.
The Year Ended December 31, 2025 Compared to The Year Ended December 31, 2024
Revenues
Our revenues
significantly increased from US$205.7 million in 2024 to US$536.3 million in 2025, mainly attributable to the increase in our revenue from loan financing services and transaction-based services, among others.
•
Transaction-based Services.
Our revenue from transaction-based services significantly increased from
US$79.2 million in 2024 to US$167.3 million in 2025, mainly attributable to the rise in GTV on OPay platform from US$166.2 billion to US$358.0 billion from 2024 to 2025, which, in turn, was driven by (i) the expansion of
user base driven by our continuous efforts to acquire new users. Specifically, DAUs on OPay app grew from 15.1 million to 22.7 million over the same period; (ii) our commitment to fostering deeper engagement with existing ones; and
(iii) our continuous expanding and diversifying our merchant base.
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•
Loan Financing Services.
Our revenue from loan financing services significantly increased from
US$71.5 million in 2024 to US$260.3 million in 2025, mainly due to (i) the increase in the volume of new loans originated in our credit services under the self-operated model in Nigeria from US$243.9 million as of December 31,
2024 to US$938.3 million as of December 31, 2025, fueled by our organic growth of loan business in Nigeria, combined with (ii) the growth of the number of quarterly unique borrowers in Nigeria from 2.1 million as of
December 31, 2024 to 4.6 million as of December 31, 2025 as we gained more recognition among local borrowers.
•
Loan Facilitation Services.
The revenue generated from loan facilitation services increased by 29.1% from
US$39.2 million in 2024 to US$50.6 million in 2025, primarily driven by our continuous improvement in platform user scale, credit conversion rate and repeat loan rate.
•
Interest Income from Short-Term Investments.
Our interest income from short-term investments significantly
increased from US$9.2 million in 2024 to US$47.3 million in 2025, mainly attributable to the growth of our investment scale.
•
Others.
Our other revenue increased by 64.8% from US$6.6 million in 2024 to US$10.9 million in
2025, mainly due to the increased sales performance of our POS terminals. By December 31, 2024 and December 31, 2025, the accumulative number of POS terminals we dispatched reached 0.7 million and 0.9 million, respectively.
Operating Expenses
Our operating expenses increased by 78.2% from US$240.8 million in 2024 to US$429.2 million in 2025.
•
Transaction-Based Expenses.
Our transaction-based expenses decreased by 20.2% from US$18.0 million in
2024 to US$14.3 million in 2025, mainly due to lower channel costs with banks and other partners as a result of economies of scale arising from increased transaction volume, as well as optimization of channel selection algorithms.
In particular, each payment channel is subject to its own fee structure, which may vary depending on the type and amount
of the transaction. Our channel selection algorithms evaluate the applicable fee rates and cost characteristics across available channels and route each transaction through the channel that minimizes the overall transaction cost while maintaining a
high transaction success rate. Accordingly, the channel selection algorithms have a direct impact on our transaction-based expenses. We continuously refine and enhance the algorithms’ decision logic, including by incorporating updated fee
schedules from existing payment channels and onboarding new payment channels, in order to improve routing efficiency and reduce transaction costs over time.
•
Provision for Expected Credit Loss.
Our provision for expected credit loss significantly increased from
US$24.8 million in 2024 to US$121.3 million in 2025, mainly due to the growth in new loans originated over the same periods from US$243.9 million to US$938.3 million.
•
Interest and Financial Expenses.
Our interest and financial expenses significantly increased from
US$6.2 million in 2024 to US$21.5 million in 2025, mainly driven by the increase in the interest-bearing deposits and savings products of our users as our business scale expanded.
•
Technology and Development Expenses.
Our technology and development expenses increased by 19.5% from
US$79.6 million in 2024 to US$95.1 million in 2025, primarily due to increased expenses for the development, upgrading and innovation of our products and services, especially our payment services.
•
Selling and Marketing Expenses.
Our selling and marketing expenses significantly increased from
US$43.4 million in 2024 to US$96.6 million in 2025, mainly due to our online marketing and promotion campaigns to attract user traffic, as well as our offline advertising activities.
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•
General and Administrative Expenses.
Our general and administrative expenses slightly increased from
US$26.1 million in 2024 to US$26.6 million in 2025, mainly due to the expansion of our business scale, which led to higher administrative demand.
•
Customer Support and Operations.
Our expenses for customer support and operations increased by 64.2% from
US$16.7 million in 2024 to US$27.5 million in 2025, primarily due to higher onboarding-related costs and increased expenses associated with customer support, including the hiring of additional customer support personnel.
•
Depreciation and Amortization.
Our depreciation and amortization decreased by 73.0% from
US$16.6 million in 2024 to US$4.5 million in 2025, mainly because the intangible assets in relation to our acquired assets had been fully amortized, resulting in a subsequently lower amortization amount.
•
Hardware Cost.
Our hardware cost significantly increased from US$9.6 million in 2024 to
US$21.7 million in 2025, mainly due to the increase in our sales of POS terminals in association with our main business operations.
Operating (Loss) Income
As a
result of the foregoing, our operating loss of US$35.1 million in 2024 changed into operating income of US$107.1 million in 2025.
Interest Income
Our interest
income decreased by 16.9% from US$4.9 million in 2024 to US$4.1 million in 2025, mainly due to the termination of our arrangement over deposit interest with certain banks.
Interest Expense
Our interest
expense increased by 6.5% from US$1.9 million in 2024 to US$2.0 million in 2025, mainly due to the increase in interest rates.
Foreign
Exchange (Loss) Gain, Net
Our net foreign exchange loss of US$14.3 million in 2024 changed into net foreign exchange gain of
US$3.3 million in 2025. The foreign exchange loss in the prior-year period was primarily attributable to the depreciation of the Nigerian Naira and Egyptian Pound against the U.S. dollar. Our operations in our principal markets generally have
local currencies as their functional currencies, but we are exposed to foreign exchange risk primarily in connection with intercompany payables, receivables and financing arrangements denominated in currencies other than the relevant functional
currencies. The foreign exchange gain recorded in 2025 was mainly due to relatively lower volatility and greater stability in the relevant foreign exchange markets as compared to 2024.
Others, Net
Others, net,
increased from US$0.7 million in 2024 to US$1.8 million in 2025.
Net (Loss) Income
As a result of the foregoing, our net loss of US$50.8 million in 2024 changed into net income of US$72.5 million in 2025.
Liquidity and Capital Resources
Our
principal sources of liquidity have been cash generated from financing activities and operating activities. As of June 30, 2026, we had cash and cash equivalents and short-term investments of US$918.7 million. Cash and cash equivalents
primarily represent cash on hand, bank deposits and investments in financial products.
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As of June 30, 2026, we did not have credit facilities provided by financial
institutions.
As of June 30, 2026, our cash and cash equivalents and restricted cash totaled US$387.8 million, of which 29% was
denominated in USD, 65% was denominated in NGN, 5% was denominated in IDR, and 1% was denominated in other currencies.
Based on our
current operating plans, we believe that the net proceeds from this offering and the concurrent private placement, together with the existing cash and cash equivalents and anticipated cash generated from operations, will be sufficient to meet our
anticipated cash needs for at least the next 12 months following the date of this prospectus. We may, however, need additional cash resources in the future if we experience changes in business conditions or other developments. To the extent
that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely
affect the rights of holders of our ordinary shares. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. If we are unable to maintain sufficient
financial resources, the business, financial condition and results of operations may be materially and adversely affected.
In utilizing
the proceeds that we expect to receive from this offering and the concurrent private placement, we may make additional capital contributions to our subsidiaries, establish new subsidiaries and make capital contributions to these new subsidiaries,
make loans to these subsidiaries, or acquire new entities. Most of these uses are subject to regulations of relevant jurisdictions.
Cash Flows
The following table sets forth a summary of our cash flows for the periods indicated.
For the Year Ended
December 31,
For the Six Months
Ended June 30,
2024
2025
2025
2026
US$
US$
US$
US$
(in thousands)
(unaudited)
Net cash provided by operating activities
51,991
152,183
29,473
190,382
Net cash used in investing activities
(157,178
)
(506,657
)
(135,296
)
(339,492
)
Net cash provided by financing activities
323,649
474,155
59,270
278,516
Effect of exchange rate changes on cash, cash equivalents, restricted cash and customer
accounts
(93,137
)
44,704
10,289
27,162
Net increase (decrease) in cash, cash equivalents, restricted cash and customer
accounts
125,325
164,385
(36,264
)
156,568
Cash, cash equivalents and restricted cash and customer accounts at the beginning of the
period
284,302
409,627
409,627
574,012
Cash, cash equivalents, restricted cash and customer accounts at the end of the
period
409,627
574,012
373,363
730,580
Operating Activities
Net cash provided by operating activities for the six months ended June 30, 2026 was US$190.4 million. This amount was primarily
attributable to the net income of US$90.9 million, adjusted for non-cash expenses such as (i) provision for credit losses of US$123.6 million, (ii) interest income, net, of US$10.8 million, and (iii) inventory
write-downs of US$3.6 million. This amount was further adjusted by changes in assets and liabilities of US$18.9 million.
Net
cash provided by operating activities in 2025, was US$152.2 million. This amount was primarily attributable to the net income of US$72.5 million, adjusted for
non-cash
expenses such as
(i) provision for credit
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losses of US$121.3 million, (ii) depreciation and amortization of US$4.5 million, and (iii) inventory write-down of US$3.0 million. This amount was further adjusted by
changes in assets and liabilities, primarily including (i) increase in loans and interest receivable of US$28.7 million, (ii) increase in prepaid expenses and other current assets of US$22.3 million, and (iii) increase in
accounts receivable and contract assets, net, of US$16.2 million; partially offset by (i) increase in accounts payable and accrued liabilities of US$31.2 million and (ii) increase in operating lease liabilities of
US$1.2 million.
Net cash provided by operating activities in 2024 was US$52.0 million. This amount was primarily attributable
to the net loss of US$50.8 million, as adjusted for
non-cash
expenses such as (i) provision for credit losses of US$24.8 million, (ii) depreciation and amortization of US$16.6 million,
and (iii) unrealized foreign exchange loss of US$6.2 million. This amount was further adjusted by changes in assets and liabilities, primarily including (i) increase in accrued liabilities and other current liabilities of
US$55.8 million, (ii) decrease in interest receivable of US$4.1 million, and (iii) decrease in prepaid expenses and other current assets of US$2.2 million; partially offset by (i) increase in accounts receivable and
contract assets, net, of US$3.2 million and (ii) increase in inventories of US$2.3 million.
Investing Activities
Net cash used in investing activities for the six months ended June 30, 2026 was US$339.5 million. This amount was primarily
attributable to (i) origination of loans receivable of US$927.6 million, (ii) purchase of short-term investments of US$466.8 million, and (iii) purchase of property and equipment, net, of US$2.6 million; partially
offset by (i) repayments of loans receivable of US$695.2 million, and (ii) proceeds from maturity of short-term investments of US$362.4 million.
Net cash used in investing activities in 2025 was US$506.7 million. This amount was primarily attributable to (i) origination of
loans receivable of US$938.3 million, and (ii) purchase of short-term investments of US$639.2 million; partially offset by (i) repayments of loans receivable of US$695.4 million and (ii) proceeds from maturity of
short-term investments of US$378.5 million.
Net cash used in investing activities in 2024 was US$157.2 million. This amount was
primarily attributable to (i) origination of loans receivable of US$243.9 million, (ii) purchase of short-term investments of US$185.3 million, and (iii) purchase of property and equipment, net, of US$4.4 million;
partially offset by (i) repayments of loans receivable of US$199.2 million, and (ii) proceeds from maturity of short-term investments of US$77.3 million.
Financing Activities
Net cash
provided by financing activities for the six months ended June 30, 2026 was US$278.5 million. This amount was primarily attributable to (i) net increase in interest-bearing deposits by customers of US$247.8 million, and
(ii) net change in funds payable and amounts due to customers of US$37.5 million; partially offset by net increase in funds receivable of US$5.3 million.
Net cash provided by financing activities in 2025 was US$474.2 million. This amount was primarily attributable to (i) net increase
in interest-bearing deposits by customers of US$420.9 million and (ii) proceeds from preferred shareholders of US$100.0 million; partially offset by net decrease in funds payable and amounts due to customers of US$20.8 million.
Net cash provided by financing activities in 2024 was US$323.6 million. This amount was primarily attributable to (i) net
increase in interest-bearing deposits by customers of US$182.0 million, and (ii) funds payable and amounts due to customers of US$116.2 million.
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Material Cash Requirements
Our material cash requirements as of June 30, 2026 primarily included our capital expenditures and contractual obligations. We intend to
fund our material cash requirements with our cash balance and proceeds from this offering and the concurrent private placement.
Capital
Expenditures
Our total capital expenditures were US$4.4 million, US$3.0 million and US$2.6 million in 2024 and 2025
and for the six months ended June 30, 2026, respectively. Our capital expenditures were primarily incurred for purchase of property and equipment. We will continue to make capital expenditures to meet the expected growth of our operations and
expect cash generated from our operations will continue to meet our capital expenditure needs in the foreseeable future.
Contractual Obligations
We did not have any material contractual obligations as of June 30, 2026.
Other than as disclosed above, we did not have any other significant capital and other commitments,
long-term
obligations, or guarantees as of June 30, 2026.
Critical Accounting Policies and Estimates
We prepare our financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which
requires us to make judgments, estimates and assumptions. We continually evaluate these estimates and assumptions based on the most recent available information, our own historical experience and various other assumptions that we believe to be
reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates.
See Note 2, “Summary of Significant Accounting Policies,” to our audited consolidated financial statements, included
elsewhere in this prospectus for information about critical accounting policies, as well as a description of our other significant accounting policies.
Revenue recognition
We generate revenue from contracts with customers. Revenue is recognized when control of the promised services is transferred to customers in
an amount that reflects the consideration that we expect to receive in exchange for those services. We elected to exclude sales taxes and other similar taxes from the measurement of the transaction price. We utilized the practical expedient under
ASC 606-10-50-14 and do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.
Loan financing services
In Nigeria, we generate financing income from our loans receivable, which mainly comprises of interest income. Interest income is recognized
over the terms of loans receivable using the effective interest method in accordance with ASC 310,
Receivables
. Incentives are provided to certain borrowers and can only be applied as a reduction to the borrower’s repayments and cannot
be withdrawn by the borrowers in cash. These incentives are recorded as a reduction in loan financing income using effective interest method.
We do not accrue interest income on loans that are considered impaired or placed on non-accrual status. Loans are placed on non-accrual status
upon reaching 90 days past due. Interest income accrued but not received
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is generally reversed against loan financing income. Interest income will be recognized when cash is received on a cost recovery method. The cash received is applied first to the outstanding
principal amount followed by interest income.
We charge penalty fees for late installment payments. The penalty fee is calculated based
on the number of overdue days and the applicable late payment rate. The penalty fees are recognized on a cash basis.
Loans and
interest receivable
Loans and interest receivable represent payments due from borrowers that utilize our Credit Services in
Nigeria, primarily in larger cities including Lagos. Loans and interest receivable are recorded at amortized cost (i.e. unpaid principal), net of allowance.
We consider loans and interest receivable to be delinquent when payments are one day past due.
Loans and interest receivable are charged off when we determined the balance to be uncollectable. In general, we consider loans and interest
receivable meeting any of the following conditions as uncollectable and charged-off: (i) death of the borrower; (ii) identification of fraud, and the fraud is officially reported to and filed with relevant law enforcement departments or
(iii) all loans and interest receivable that are 120 days past due are therefore deemed uncollectible and charged-off. When we receive cash in satisfaction of some or all of the amounts we previously wrote off, the recovery is recognized as a
reduction to credit loss expense.
We maintain an allowance for credit losses in accordance with ASC 326,
Credit Losses
(“ASC
326”). The allowance for credit losses is calculated based on historical loss experience using probability of default (“PD”) and loss given default (“LGD”) method for various qualitative factors that reflect reasonable
and supportable forecasts of future economic conditions. These factors may include Nigeria’s gross-domestic product, Nigeria’s gross-domestic product per capita at purchasing power parity, Nigeria’s current account balance and
other considerations. We analyze a combination of qualitative factors to the change in loss rate using a regression model. Factors that had a strong correlation and economic and commercial significance were selected for the model.
Loan facilitation services
We entered into loan facilitation arrangements with various funding partners and individual borrowers in Indonesia. Funding partners comprise
of financial institutions including banks. We facilitate loans from funding partners to borrowers on our platform, with funding partners acting as the lenders. The loan facilitation services include (i) loan facilitation and matching services,
and (ii) post-origination services (i.e. account maintenance, collection, and payment processing). We determine that the funding partners and the borrowers are the customers because they receive services provided by us pursuant to the
contractual terms.
We determine that we are only the facilitator in the loan origination and repayment process, and therefore, we do not
record loans receivable arising from these loans nor funding debts to the funding partners.
We determine the transaction price based on
amounts billed to borrowers (inclusive of loan interest, insurance premiums, and service fees), net of interest due to funding partners and premiums paid to insurance companies on the funding partners’ behalf. The transaction price also
includes variable service fees which are contingent on the borrower making timely repayments. Variable consideration is estimated using the expected value method based on historical default rate, current and forecasted borrower repayment trends and
is limited to the amount of variable consideration that is probable not to be reversed in future periods.
The transaction price is
allocated to loan facilitation and matching services and post-origination services using their relative standalone selling prices. We do not have observable standalone selling price for the loan facilitation and matching services and
post-origination services because the services are not provided separately. We use an expected cost plus margin approach to estimate the standalone selling prices.
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Revenues from loan facilitation and matching services are recognized upon the funding
partner releasing the funds to the borrower after being matched on our platform. Revenues from post-origination services are recognized evenly over the term of the loans as the services are performed.
Transaction-based services
Transaction-based services mainly represent fees generated from payments and merchant acquiring services facilitated through our platform in
Nigeria and Egypt. The service fee is calculated as a fixed percentage of the total transaction amount processed, and is recognized at a point in time upon completion of the transaction.
To promote engagement and acquire new users on our platform, we may provide incentives in various forms including cash rebates and coupons.
Incentives are recorded as a reduction to revenue.
Interest income from short-term investments
Interest earned from short-term investments as part of the digital wallets and banking business is recognized as revenue.
Others
Others
mainly include revenues from sales of POS terminals and performance-based marketing services provided to merchants and others. Revenue is recognized when control of the goods and services is transferred to the customer.
Internal Control Over Financial Reporting
Prior to the offering, we were a private company with limited accounting and financial reporting personnel and other resources to address our
internal control and procedures. In connection with the audit of our consolidated financial statements included in this prospectus, we and our independent registered public accounting firm identified two material weaknesses in our internal control
over financial reporting. As defined in the standards established by the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of our company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
The material weaknesses identified are our (i) lack of sufficient accounting and financial reporting personnel with the requisite
knowledge and experience in application of U.S. GAAP and SEC reporting requirements to properly address complex U.S. GAAP accounting issues and related disclosures in accordance with U.S. GAAPs and financial reporting requirements set forth by the
SEC; and (ii) lack of financial reporting policies and procedures that are commensurate with U.S. GAAP and SEC reporting requirements.
We are in the process of implementing a number of measures to address the material weaknesses identified, including, among others:
(i) establishing our financial reporting team with members possessing prior work experience in audit firms and/or U.S. listed companies. We plan to further strengthen the team by recruiting additional qualified personnel with strong knowledge
and experience in U.S. GAAP accounting and SEC reporting that can assist us in the preparation of financial statements and SEC reporting, (ii) expanding the capabilities of existing accounting and financial reporting personnel through
continuous training and education in the accounting and reporting requirements under U.S. GAAP, and SEC rules and regulations, (iii) developing, communicating and implementing an accounting policy manual in accordance with U.S. GAAP for
our accounting and financial reporting personnel for recurring transactions and
period-end
closing processes, and (iv) establishing effective monitoring and oversight controls for
non-recurring
and complex transactions to ensure the accuracy and completeness of our consolidated financial statements and related disclosures.
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The process of designing and implementing an effective financial reporting system and
internal control over financial reporting is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a financial reporting
system that is adequate to satisfy our reporting obligations. See “Risk Factors — Risks Related to Our Business and Operations — If we fail to establish and maintain proper and effective internal control over financial reporting,
our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in our financial reporting and the trade price of our ordinary shares may decline”.
As a company with less than US$1.235 billion in revenues for our last fiscal year, we qualify as an “emerging growth company”
pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor
attestation requirement under Section 404 of the
Sarbanes-Oxley
Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting.
Holding Company Structure
We are a
holding company with no business operations of our own. We conduct our operations primarily through our subsidiaries and, for the Credit Services in Indonesia, through KUFI. As a result, our ability to pay dividends depends upon dividends paid by
our subsidiaries. If our subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.
In addition, as determined in accordance with local regulations, our subsidiaries and the VIE in certain jurisdictions where we operate may be
restricted from paying us dividends offshore or from transferring a portion of their assets to us, either in the form of dividends, loans or advances, unless certain requirements are met, and regulatory approvals are obtained. See “Risk
Factors — Risks Related to Our Corporate Structure” and “Risk Factors — Risks Related to Doing Business in Jurisdictions Where We Operate — The ability of our subsidiaries to distribute dividends to us may be subject to
restrictions under the laws of their respective jurisdictions.” Even though we currently do not require any such dividends, loans or advances from our entities for working capital and other funding purposes, we may in the future require
additional cash resources from them due to changes in business conditions, to fund future acquisitions and development, or merely to declare and pay dividends or distributions to our shareholders.
Off-Balance
Sheet Arrangements
We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not
entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in
assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit
support to us or engages in leasing, hedging or research and development services with us.
Inflation
To date, inflation in the geographic markets where we operate has not materially affected our results of operations. Although we have not been
materially affected by inflation in the past and at this point in time, we may be affected if these markets or any other jurisdiction where we operate in the future experience higher rates of inflation in the future.
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Quantitative and Qualitative Disclosure about Market Risk
Concentration of Credit Risk
Financial instruments that potentially expose us to significant concentration of credit risk primarily consist of cash and cash equivalents,
restricted cash, short-term investments, customer accounts, loans and interest receivable. The carrying amounts of these assets represent our maximum exposure to credit risk.
As of December 31, 2024, 2025 and June 30, 2026, approximately 93%, 90% and 89%, respectively, of our cash and cash equivalents,
restricted cash, short-term investments and customer accounts were held in the financial institutions in Nigeria and the remaining were held in financial institutions outside Nigeria.
Currency Convertibility Risk
We
transact a majority of our business in Nigeria, which is not freely convertible into foreign currencies. The Nigeria government in 1995, enacted the Foreign Exchange (Monitoring & Miscellaneous Provisions) Act No. 17 of 1995 (“FX Act
No. 17”). FX Act No. 17 established an autonomous foreign exchange market (AFEM) for transactions in convertible currencies, including banknotes, coins, traveler’s checks, and wire transfers; mandates that all foreign exchange
transactions must comply with documentation requirements; transactions exceeding $5,000 (or equivalent) must be declared for statistical purposes; prohibits unsupported or vague transactions and allows authorized dealers (banks or entities
designated by CBN) to facilitate foreign exchange trades. Besides, the CBN Act, 2007 (“CBN Act”), Section 16 grants the CBN authority to determine the exchange rate mechanism, supporting a managed floating regime and requires the
CBN to issue periodic guidelines for foreign exchange market operations. The FX Act No. 17 and regulations, circulars and guidelines made thereunder by the CBN, including in particular the Nigerian Foreign Exchange Manual, 2026 govern the
regulatory framework for foreign exchange transactions in Nigeria and the official Nigerian Foreign Exchange Market.
Interest Rate Risk
We are exposed to interest rate risk on its short-term investments, loans and interest receivable and interest-bearing
liabilities. Fluctuations in market interest rates may negatively affect our financial condition and results of operations. We have not been exposed to material risks due to changes in market interest rates as the short-term investments, loans and
interest receivable and interest-bearing liabilities held by us all bear interest at a fixed interest rate.
Foreign Currency Risk
Foreign exchange risk arises from recognized assets and liabilities denominated in a currency that is not our functional currency.
Due to its international business activities, we are exposed to the risk of changes in foreign exchange rates in connection with payables and
receivables resulting from transactions denominated in a different currency from the functional currency of the respective operation as well as intercompany financing.
Recently Issued Accounting Pronouncements
A list of recently issued accounting standards that are relevant to us is included in Note 2 to our consolidated financial statements in this
prospectus.
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INDUSTRY
Industry and Market Overview
In Africa,
we operate in Nigeria and Egypt. Nigeria is our largest market today, and Egypt is one of our expansion markets. These countries represent two of the continent’s largest and most underpenetrated financial services opportunities.
Nigeria’s approximately 238 million people and Egypt’s roughly 108 million people live in economies where, for decades, traditional banking models have only served governments, large corporates and a narrow segment of salaried,
urban professionals. As a result, mass-market consumers and micro, small and medium enterprises (“MSMEs”) have had limited access to secure payments, savings and credit and have relied heavily on cash and informal providers of financial
services.
Young, mobile-first populations, expanding digital infrastructure, proactive regulatory reform and the rapid growth of digital
economies are enabling new financial services models that can reach underserved segments at scale in Nigeria and Egypt. In both markets, we address the same fundamental challenge: a large share of economic activities remains outside the formal
financial system because traditional banks cannot profitably serve customers who lack collateral, credit history or steady salaries. This convergence of demographic, technological, regulatory and behavioral factors create a substantial, long-term
opportunity for digital-first platforms.
Macroeconomic and Demographic Backdrop
Solid Macroeconomic Fundamentals
Nigeria and Egypt are among Africa’s largest economies and represent structurally attractive opportunities, with long-term growth
dynamics that exceed those of advanced economies.
•
Between 2021 and 2025, Nigeria’s economy recovered from the pandemic-related contraction and returned to
steady real GDP growth, reaching approximately 4.0% in 2025. GDP per capita remained low at approximately US$1,223 in 2025, reflecting the scale of the population and persistent income constraints at the household level. This divergence between
aggregate economic size and
per-capita
income highlights both the depth of financial exclusion and the need for
low-cost,
digital-first financial services capable of
serving mass-market consumers and MSMEs at scale.
•
Egypt
delivered real GDP growth of approximately 4.4% in 2025. GDP per capita reached approximately
US$3,379 in 2025, remaining below advanced-economy levels but materially higher than many regional peers. Egypt’s macro profile reflects a large, diversified economy with increasing digital consumption and a growing base of consumers and small
businesses capable of adopting formal financial services.
Across the 2021–2025 period, both Nigeria and Egypt,
outpaced Advanced Economies in aggregate real GDP growth (with the latter growing at a 2.5% CAGR). While
per-capita
income levels remain constrained, faster economic growth combined with demographic expansion
and rising digital adoption underpins sustained demand for digital payments, savings, and credit solutions.
Large, Young and Tech-savvy Populations
Nigeria and Egypt both benefit from favorable demographics that underpin long-term demand for digital financial services. This
demographic dividend – large, rapidly growing and youthful populations – is a primary driver of sector growth.
•
Of
Nigeria’s
population between 15 and 65 years old in 2025, approximately 60% were under the
age of 35. This digitally native cohort is mobile-first and predisposed to seeking out digital solutions rather than branch-based services. Their behavior drives demand for digital financial products and provides a deep user base for digital
payments and credit over the coming decades.
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•
In Egypt, demographic tailwinds are also supportive. A majority of the population is of working age, with a large
and rising share of young adults entering the labor force and digital economy. Of Egypt’s population between the ages of 15 and 65, approximately 56% comprised adults under the age of 35 in 2025. As incomes rise and smartphone adoption
increases, these consumers gravitate toward digital tools for everyday needs, including financial management.
Across
both markets, younger generations manage their daily activities through their phones, communication, social media, transport and commerce. They increasingly expect financial services to behave the same way: always available, intuitive and instant.
This generational shift is one of the most important long-term drivers of digital banking adoption in our markets.
Figure 1: Population aged
15-65,
Nigeria in million
Source: International Monetary Fund, World Bank, Frost & Sullivan Analysis and Estimates
Figure 2: Population aged
15-65,
Egypt in million
Source: International Monetary Fund, World Bank, Frost & Sullivan Analysis and Estimates
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Expansion of Digital Infrastructure and Mobile Internet
Growing internet and mobile penetration provide foundational infrastructure for digital financial services.
•
In
Nigeria
, internet penetration reached approximately 44.0% in 2025, with 84.9% of internet users
accessing via mobile devices. By 2030E, internet penetration is projected to reach approximately 55.8%, with total internet users of approximately 147.1 million and mobile users comprising roughly 88.5% of the total. Mobile internet adoption is
expected to grow faster than overall internet users at a CAGR of 8.0% from 2025 to 2030E. Compounding this, under a longer perspective, the mobile internet users is projected to reach 187.6 million people by 2036, accounting for 91.7% of
internet users in Nigeria.
•
In
Egypt
, internet users increased from 73.6 million in 2021 to 79.5 million in 2025 and are
projected to reach 89.6 million by 2030, representing nearly 74.5% of the population. The share of mobile internet users is expected to increase from 67.9% to 81.8% over the same period, with mobile internet adoption growing faster than overall
internet use at a CAGR of 4.0% from 2025 to 2030E.
Figure 3: Total Number of Internet and Mobile Internet Users, Nigeria; Million,
2021-2030E
Source: Frost & Sullivan Analysis and Estimates
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Figure 4: Total Number of Internet and Mobile Internet Users, Egypt; Million, 2021-2030E
Source: Frost & Sullivan Analysis and Estimates
This shift removes the need for physical branches as the primary distribution model. Account opening, identity verification, payments, savings
and loan applications can be executed on the customer’s device. This reduces the marginal cost of serving a customer from branch-based to digital-only levels and enables profitable service of populations that were previously uneconomical to
reach. These connectivity trends materially reduce distribution constraints and enable low-cost, national-scale delivery of digital payments, savings and lending.
Financial Inclusion Gaps and Limitations of Traditional Channels
Limited Financial Access and Underpenetrated Credit
Despite measurable progress, both Nigeria and Egypt remain significantly underpenetrated in formal financial access and credit.
•
In
Nigeria
, the proportion of formally included adults increased from 56% in 2020 to 64% in 2023.
However, an estimated 36% of adults – roughly 40 million people – remained outside the formal financial system, and another 26% are underserved, continuing to rely on informal lenders or saving cash at home. Debit card penetration
was approximately 42.0% in 2025, versus a global average of approximately 60.0%, and credit card penetration was approximately 2.0%, compared with a global average of 28.2%.
•
In
Egypt
, structural gaps are similar. Debit card penetration was approximately 29.1% in 2025, and
credit card penetration was approximately 3.3%, significantly below global averages. A large population has limited access to transaction accounts and almost no access to unsecured credit from formal institutions.
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Figure 5: Credit and debit card ownership, Nigeria and Egypt vs. Global Average
Source: World Bank, Frost & Sullivan Analysis and Estimate
In both markets, financial access is sharply segmented along socio-economic lines, with formal access for
low-income
populations is roughly half that of the most affluent segment. Populations with the least access to formal services are also the most reliant on informal providers. Even among individuals who
possess formal transaction accounts, those with formal employment and stable income are far more likely to obtain bank loans than
low-income,
less-educated and rural customers, who remain largely excluded and
borrow from family, friends and informal financial providers.
Gaps in formal financial access are even more pronounced for MSMEs. In
Nigeria, approximately 42.7 million MSMEs contribute roughly 48% of GDP and 84% of employment, yet approximately 89% operate informally. Despite their significant economic role, the majority of these enterprises remain disconnected from formal
financial systems: only 11% of businesses operating within the informal economy are estimated to utilize traditional banks for savings, only 12% secure credit and over 50% prefer using cash.
These persistent inclusion gaps represent latent demand for basic, transparent financial services and a substantial opportunity for
digital-first platforms that can use mobile distribution and alternative data to offer simple, affordable products at scale.
Structural Limitations
of the Traditional Banking System
Traditional banks in Nigeria and Egypt were designed around corporate and affluent retail
customers, leaving millions of consumers and MSMEs underserved.
Branch and ATM networks remain sparse: as of 2025, commercial bank branch
density in Nigeria and Egypt was approximately 4.3 and 6.3 branches per 100,000 adults respectively, compared with a global average of 12.6. Credit decisioning is often collateral-based, manual and paper-intensive, with long turnaround times that do
not match the liquidity needs of mass-market consumers and MSMEs.
In both markets, customer satisfaction surveys highlight pain points
such as unexpected or opaque fees, perceived unaffordability, transaction delays, platform outages and weak customer support, with over 30% of traditional financial services users citing unexpected fees and nearly 40% considering fees unaffordable.
These operational and service limitations of traditional channels are accelerating the shift toward digital-first models in both markets.
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Industry trends driving disruption of traditional financial services
Rapidly Growing Digital Economies
Nigeria and Egypt are experiencing fast-growing digital economies that capture an increasing share of GDP over time, supported by mobile
connectivity, smartphone adoption and a growing base of digital-native consumers and businesses.
Figure 6: Market Size for Digital Economy, Nigeria,
in USD Billion
Source: International Monetary Fund, Frost & Sullivan Analysis and Estimates
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Figure 7: Market Size for Digital Economy, Egypt, in USD Billion
Source: World Bank, Frost & Sullivan Analysis and Estimates
The trend is self-reinforcing: digital commerce creates demand for reliable digital payments and embedded credit, while digital financial
solutions make it easier for consumers and MSMEs to participate in the digital economy, increasing transaction volumes and data. This flywheel supports lower customer acquisition costs, higher frequency of use and richer data sets for credit and
risk models, all of which are favorable to digital banking platforms.
Supportive Regulatory and Licensing Frameworks
Both markets have implemented policy frameworks that explicitly support digital financial services growth. Nigeria and Egypt have treated
financial inclusion as a strategic priority and have taken deliberate steps to build digital financial infrastructure and enable new types of providers.
•
In Nigeria, the Central Bank launched the Cashless Nigeria Initiative in 2012, introducing disincentives for
large cash transactions and promoting digital alternatives. The Nigeria Inter-Bank Settlement System (“NIBSS”) Instant Payment platform was established as a national real-time interbank transfer system, providing efficient, secure
interoperability among financial institutions and enhancing user confidence in cashless payments. The Bank Verification Number (“BVN”) regime created a biometric, account-linked identity infrastructure facilitating digital onboarding and
fraud prevention. New licensing frameworks for Payment Service Banks, Mobile Money Operators, Payment Terminal Service Providers, Payment Solution Service Providers and Microfinance Banks have opened the market to
non-bank
players.
MFB-licensed
FinTech institutions can accept deposits and extend credit, funding their loan books with
low-cost,
insured deposits while operating with digital-native cost structures.
•
In Egypt, the National Payments Council was established in 2017 to coordinate digital payment initiatives and
drive reductions in cash usage. The 2019
Non-Cash
Payment Law mandates electronic acceptance for many government services. The Central Bank’s Instant Payment Network, launched in 2022, provides real-time
transfers and nationwide interoperability. In July 2023, the Central Bank
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issued a dedicated licensing and regulatory framework for digital banks, reflecting the continued evolution of Egypt’s financial sector toward digital-first service models. In December
2023, the Central Bank exempted fees for transfers in Egyptian pounds via electronic channels to encourage digital adoption. In June 2025, the Payment System Operators and Payment Service Providers Licensing and Regulatory Framework implemented
comprehensive standards for payment institutions. Government programs also subsidize POS terminal costs for small merchants. Initiatives such as “Egypt 2030,” “Digital Egypt,” the Financial Inclusion Strategy
(2022–2025) and the Strategy for Developing the
Non-Banking
Financial Sector (2023–2027) frame digital financial development as a national strategic priority.
These regulatory developments reduce barriers to entry for digital banking platforms, support innovation and provide a clear pathway for
responsible scaling.
Large and growing market opportunity in
Non-Cash
Payments in Nigeria and POS-Led
Payments in Egypt
In Nigeria, the shift from cash to digital payments is a central driver of our addressable market. The total
non-cash
payment and transfer market – spanning checks, ATMs, POS, internet, USSD, mobile apps, mobile money operators and direct debits – has grown rapidly in value over the past several years and is
projected to continue expanding at a high rate.
Figure 8: Market Size for
Non-cash
Payment and Transfer,
Nigeria, in USD Billion
Source: Central Bank of Nigeria, Frost & Sullivan Analysis and Estimates
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Figure 9: Market Size for Digital Payment and Transfer, Nigeria, in USD Billion
Source: Central Bank of Nigeria, Nigeria Inter-Bank Settlement System, Frost & Sullivan Analysis and Estimates
In Egypt,
POS-led
digital payments are the primary
non-cash
channel and the physical manifestation of the
cash-to-digital
transition. The number of POS terminals has increased
rapidly, supported by government subsidies and mandates encouraging merchants, including small retailers, to accept electronic payments. Despite this growth, POS density remains below more developed markets, indicating substantial headroom for
expansion. The country also remains heavily cash-based, particularly outside large urban centers, meaning each new POS terminal has the potential to capture a significant share of local cash flows.
Figure 10: Number of POS Terminals, Egypt, in million
Source: World Bank, Frost & Sullivan Analysis and Estimates
Digital payments play a dual role: they serve as a customer acquisition engine, bringing previously cash-only users into the formal system,
and a data engine, generating granular behavioral data that fuels increasingly sophisticated credit models and drives cross-sell opportunities.
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Consumer and MSME Lending in Nigeria
Personal and Digital Lending Opportunity
Nigeria’s consumer lending market has expanded significantly and remains underpenetrated relative to the size of the economy and
population, leaving substantial room for further growth. In this report, we are focusing on unsecured consumer lending, and broadly defining that as consumption loans, which are typically short- to medium-tenor, and used primarily to finance
everyday spending needs or household purchases, rather than
long-term
asset-backed borrowing such as mortgages.
Driven by ongoing financial inclusion initiatives and continued technological advancements in credit assessment and risk management,
Nigeria’s personal lending market is expected to sustain a strong growth trajectory. Measured by outstanding loan balance, the personal lending market expanded from approximately US$2.6 billion in 2021 to approximately US$4.2 billion
in 2025, representing an impressive CAGR of approximately 13.2% over the period. This robust expansion reflects structurally strong demand for consumer credit, supported by a large and growing population, rising urbanization, and increasing reliance
on short-term financing to manage household cash flow amid income volatility and inflationary pressures.
Digital personal loans are a
rapidly growing segment of loans with similar economics and use cases to personal loans, but are originated and disbursed through mobile apps and wallets with automated decisioning and faster turnaround times. Digital lenders typically rely on
alternative data sources such as transaction histories, payment behavior and other behavioral signals, rather than solely on traditional collateral and credit histories, which can enable them to serve a broader range of borrowers.
Retail loans, including instalment financing and “buy now pay later” products, and are generally originated by fintech or digital
lending companies. They are linked to specific purchases at the point of sale, such as consumer electronics and household goods, and support the growth of modern retail and e-commerce. While smaller in absolute size than personal lending, retail
loans have grown steadily as merchants and platforms expand credit-enabled checkout options.
Figure 11: Market Size for Consumption Loans, Nigeria, in
USD Billion
Source: Central Bank of Nigeria, Centre for Affordable Housing Finance Africa, Enhancing Financial Innovation and
Access, Frost & Sullivan Analysis and Estimates
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We believe the continued expansion of digital payments, broader financial inclusion
initiatives and the maturation of digital identity and data-sharing frameworks will support further growth in consumption credit, particularly in digitally originated personal loans and retail loans, alongside improvements in underwriting quality
and product sophistication over time.
MSME Credit Gap and Digital Lending Opportunity in Nigeria
The credit gap is more pronounced for the MSME segment, where businesses often operate without access to formal working capital, relying
instead on supplier credit, informal lenders and personal savings.
Digital platforms are structurally better positioned to bridge this
gap by: (i) using payments, wallet and POS data to infer cash flows and creditworthiness; (ii) automating origination, underwriting and servicing processes to lower operating cost per loan; and (iii) offering smaller, more flexible
products (for example, short-tenor working capital advances, invoice financing linked to receivables and dynamic credit lines) tailored to the rhythms of MSME cash flows.
Figure 12: Market Size for MSMEs Lending, Nigeria, in USD Billion
Source: Central Bank of Nigeria, Frost & Sullivan Analysis and Estimates
Platforms that combine rich payments data with automated underwriting and efficient collections are set to capture a disproportionate share of
future growth in unsecured consumer and MSME credit in both markets.
Our Expansion Markets
Today we operate a loan facilitation business in Indonesia, and in Pakistan, we offer merchant acquiring and consumer wallet services. We
believe these markets also have large underbanked populations; historically cash-dominated transaction flows; fragmented MSME sectors; and accelerating adoption of digital payments supported by improving digital infrastructure and evolving
regulatory frameworks.
We will continue to expand selectively into other large, structurally underpenetrated emerging markets that
exhibit similar demographic, economic and financial services characteristics.
Indonesia
Indonesia had a population of approximately 286 million in 2025, a youthful demographic profile (with approximately
69-70%
of the population aged between 15 and 65), and a predominantly mobile-first consumer
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base. Internet penetration exceeds 70%, with nearly all users accessing services via mobile devices, creating a mobile-centric digital ecosystem well suited to
app-based
financial services.
Indonesia’s digital economy has expanded rapidly, growing at
a compound annual growth rate of approximately 14% between 2021 and 2025 and is projected to grow at approximately 16% between 2025 and 2030. Despite this momentum, the digital economy accounted for only approximately 7% of GDP in 2025, indicating
substantial headroom for further digitalization across commerce, payments and financial services.
As in Nigeria, Indonesia’s
traditional banking sector has historically focused on government entities, large corporates and a narrow segment of salaried, urban consumers. As a result, significant portions of the population and MSMEs remain underserved by formal financial
services, with everyday commerce still reliant on cash and informal mechanisms, particularly among micro-merchants and in
non-urban
areas. This underpenetration reflects legacy distribution and product design
rather than a lack of consumer or merchant demand.
Against this backdrop, digital payments adoption has accelerated materially and is
reshaping transaction behavior across both online and offline channels. More than 50% of SMEs now accept digital payments, while the cash share of
point-of-sale
transaction value has declined to approximately 36% in 2025, from approximately 82% in 2014, and represents only approximately 13% of
e-commerce
transaction value. Reflecting this shift,
e-commerce
transaction value is estimated to grow from approximately US$84 billion in 2025 to approximately US$136 billion by 2030, while
in-store
point-of-sale
payment transaction value is expected to increase from approximately US$270 billion to approximately US$337 billion over the same period.
By contrast, credit card penetration remains structurally low, accounting for only approximately 5-7% of combined
e-commerce
and
point-of-sale
transaction value. This imbalance between rapidly scaling digital payments and limited card-based credit
penetration positions payments as the primary entry point for the broader adoption of digital wallets, transaction accounts and adjacent financial products, including working capital and consumer credit. Ongoing regulatory initiatives to formalize
digital payments, expand
e-money
usage and enable licensed fintech participation further reinforce this
payments-led
pathway to deeper financial services adoption.
Pakistan
Pakistan is a near-term
scaling market for OPay and represents a large, structurally underpenetrated financial services opportunity in South Asia. The country has a population of approximately 256 million, with a youthful demographic profile and a majority of the
population of working age, supporting long-term growth in consumer demand and transaction activity.
Historically, formal financial
services penetration in Pakistan has remained limited outside traditional banking channels, with large segments of consumers and micro, small and
medium-sized
enterprises relying on cash and informal
mechanisms for everyday transactions. This underpenetration reflects legacy infrastructure and distribution constraints rather than a lack of underlying economic activity or demand for financial services.
Against this backdrop, Pakistan’s payments ecosystem has entered a period of accelerated,
policy-led
digitization. During 2025, retail payment volumes increased by approximately 38%
year-on-year
to 9.1 billion
transactions, while retail payment value rose by approximately 12% to over US$2 trillion. Digital payments now account for approximately 88% of retail payment volumes, up from 84% in the prior year, reflecting a rapid structural shift away from
cash-based transactions.
Digital payment adoption has been driven by strong growth across mobile banking, branchless banking and digital
wallets. In FY25, mobile and internet banking transactions increased by more than 61% by volume, while branchless banking mobile wallet transactions grew to approximately 4.2 billion transactions, with transaction value increasing to
approximately US$51 billion. Digital wallet usage expanded rapidly, with the number of digital wallet users increasing by approximately 57%
year-on-year,
albeit
from a relatively low base.
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The State Bank of Pakistan has underpinned this shift through national payments
infrastructure and regulatory frameworks designed to promote interoperability, reduce reliance on cash and support participation by
non-bank
financial service providers. Pakistan’s instant payment
system, Raast, processed nearly 1.3 billion transactions in FY25, more than doubling
year-on-year.
By contrast, card-based credit penetration remains structurally low. Credit cards represent only a small fraction of total payment instruments
in circulation, and account for a limited share of retail and
e-commerce
transaction volumes relative to wallets and account-based payments. In
e-commerce
specifically,
approximately 93% of digital transactions by volume are initiated via digital wallets or accounts, with only approximately 7% conducted via payment cards, highlighting a pronounced gap between payments adoption and formal consumer credit usage.
This divergence between rapidly scaling digital payments and limited card-based credit penetration positions payments as the primary entry
point for the broader adoption of digital wallets, transaction accounts and adjacent financial products, including working capital and consumer credit.
Competitive Landscape
In Nigeria, our
largest market, the digital financial services ecosystem is large, fast-growing and highly competitive. We compete with a broad range of traditional banks, digital banks, mobile money operators, consumer lending platforms and other FinTech
applications that offer overlapping payments, wallet and credit solutions. Within this environment, OPay has established a leading position in Nigeria’s digital banking ecosystem, particularly in user engagement and transaction volumes.
Digital Payments
OPay is one of
the most widely used financial applications in Nigeria:
•
By Monthly Active Users, OPay accounts for approximately 66.1% of active users across all financial applications
in the first half of 2026, which represents the active users of OPay as a percentage of the total active users of the relevant app universe monitored by DataSparkle in Nigeria. DataSparkle is an independent third-party mobile application
intelligence and monitoring platform, and the foregoing ranking of OPay was based on DataSparkle’s app-level active user monitoring data, rather than OPay’s internal transaction records.
•
This level of engagement translates into meaningful transaction scale. In the first half of 2026, OPay is the
largest processor of digital payment and transfer in Nigeria by GTV, according to Frost & Sullivan.
Furthermore,
OPay ranks as the 3rd and 4th highest-ranked app overall in Nigeria by Daily Active Users and Weekly Active Users, notably being the sole financial application to break into the Top 5 overall ranking, and ranks as the 6th highest-ranked app overall
in Nigeria by Monthly Active Users, notably being the sole financial application to break into the Top 10 overall ranking in the first half of 2026, according to Frost & Sullivan.
Digital Lending
Our scale in
digital payments supports a strong position in the digital lending segment:
•
In 2025, OPay is estimated to have accounted for approximately 57.4% of total digital loan disbursement value in
Nigeria, which represents OPay’s loan disbursement amount in Nigeria in 2025, based on OPay’s internal lending records, divided by the estimated total digital lending market in Nigeria in the same year measured by disbursement amount,
according to Frost & Sullivan, making us one of the largest contributors to the digital credit market.
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•
Our Okash digital lending platform ranks first among all digital lending applications in Nigeria in the first
half of 2026, with active users approximately 1.6 to 6.6 times those of the other four companies in the top five in the same year. The user multiple represents OKash’s active users as compared with the active users of the second to fourth
ranked applications within the relevant app category in Nigeria, based on the public data from DataSparkle.
We believe
the combination of high user engagement, leading share of digital payment and transfer volumes and a scaled digital lending franchise positions us competitively within Nigeria’s digital financial services landscape. At the same time, we expect
competition to remain intense as existing players continue to invest and new entrants seek to capture opportunities in payments and credit.
A similar competitive landscape exists, and is expected to evolve, in OPay’s other current and prospective markets. In these markets,
OPay competes, or expects to compete, with a range of participants, including traditional banks, digital and challenger banks, mobile money operators, digital wallets, consumer and MSME lending platforms, and other FinTech providers offering
overlapping payment, wallet, credit and related financial services. Competitive dynamics vary by market and are influenced by local regulatory frameworks, customer preferences and the pace of digital adoption, and competition is expected to remain
intense as both incumbent financial institutions and new entrants continue to invest in digital financial services.
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BUSINESS
HOW OPAY CHANGES USERS’ FINANCIAL EXPERIENCE
The Reality Before
For many Nigerians,
earning money is not easy. People work hard for every Naira. In cities like Lagos, long commutes, unreliable cash access, and the pressure to move quickly make everyday payments harder than they should be. Eric Chigozie Anyim, a Lagos-based
accountant, describes how simple tasks like paying for transport or settling expenses can slow down his day.
Why OPay Felt Different
“OPay simplifies these everyday moments. Instead of relying on cash or juggling multiple ways to pay, I pay for services, send
money, and receive payments through one app. My job depends on accuracy and organization. Being able to track transactions and manage expenses in real time helps me stay focused.”
The Moment Everything Changed
Millions
of consumers and merchants use OPay for everyday transactions. Each has a different story. “Using OPay removed minor, constant hassles from my daily routine. I can make payments quickly and track expenses easily. I no longer need to go to the
bank to send money to my family or pay bills. Paying for things used to take extra effort, now it’s a seamless daily routine.”
OUR
BUSINESS
OPay is a digital financial platform built for the challenges of emerging markets. We use technology to advance financial
inclusion, empowering millions of consumers and businesses with fast, reliable and secure financial services.
OPay was the No. 1 finance
app with a 9.9% market share in Africa and Middle East, based on MAU in the six months ended June 30, 2026, and also the No. 2 app across all categories in Nigeria, based on DAU as of July 31, 2026, according to Frost & Sullivan.
Over the coming decades, we aspire to become a leading national payment app in more countries across Africa, serving billions of users and millions of merchants, while creating jobs and economic opportunity.
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Our 9.9% market share in Africa and Middle East is measured by MAU in the six months ended
June 30, 2026. We believe this supports our leading market position in the app-based fintech sector because active user penetration is a relevant indicator of user reach, engagement and competitive scale for mobile application-based financial
service providers.
Since launching in Nigeria, we have pioneered seamless digital payments to become the country’s leading digital
financial platform. We have built an integrated suite of solutions to serve the financial needs of consumers and merchants.
In addition
to Nigeria, we operate in Indonesia, Egypt and Pakistan. In Indonesia, our current business is focused on loan facilitation. In Egypt, we currently provide merchant acquiring services, supported by partnerships with local financial institutions and
are exploring additional licenses to enable further growth in Egypt. In Pakistan, we offer merchant acquiring and consumer wallet services.
The following table sets forth the revenue attributable to the principal geographic markets for the periods indicated. While most of our
revenues were generated from Nigeria, we experienced increases in each of our markets due to the growth of revenue from transaction-based services and loan businesses, which, in turn, was primarily linked to the increases in user bases and the
overall transaction volume enabled on our OPay platform.
For the Year Ended
December 31,
For the Six Months Ended
June 30,
2024
2025
2025
2026
Revenue (in
US$ thousand)
% of Total
Revenue
Revenue (in
US$ thousand)
% of Total
Revenue
Revenue (in
US$ thousand)
% of Total
Revenue
Revenue (in
US$ thousand)
% of Total
Revenue
(unaudited)
Nigeria
156,434
76.0
%
472,556
88.1
%
173,203
87.7
%
417,610
89.5
%
Indonesia
40,133
19.5
%
52,846
9.9
%
19,315
9.8
%
41,741
8.9
%
Egypt
7,234
3.5
%
8,840
1.6
%
3,977
2.0
%
5,291
1.1
%
Others
1,930
1.0
%
2,009
0.4
%
982
0.5
%
2,418
0.5
%
Total
205,731
100.0
%
536,251
100.0
%
197,477
100.0
%
467,060
100.0
%
The following table sets forth the long-lived assets (i.e. property and equipment, operating lease
right-of-use assets and intangible assets with finite lives) attributable to the principal geographic markets for the periods indicated.
As indicated below, most of our long-lived assets were located in Nigeria. Between
December 31, 2024 and December 31, 2025, our long-lived assets shifted from Indonesia to Nigeria. The decline in Indonesia’s long-lived assets balance in 2025 was attributable to the full amortization of intangible assets with finite
lives, and the increase in Nigeria’s long-lived assets balance was due to capital expenditure to support business growth.
As of
December 31,
As of June 30,
2024
2025
2026
Amount (in
US$ thousand)
%
Amount (in
US$ thousand)
%
Amount (in
US$ thousand)
%
(unaudited)
Nigeria
1,339
25.5
%
3,440
57.4
%
4,902
58.5
%
Indonesia
2,620
49.8
%
254
4.2
%
127
1.5
%
Egypt
16
0.3
%
176
2.9
%
1,448
17.3
%
Others
1,286
24.4
%
2,120
35.5
%
1,899
22.7
%
Total
5,261
100.0
%
5,990
100.0
%
8,376
100.0
%
Where We Are From
The
Challenge of Financial Infrastructure in Emerging Markets
Despite rapid economic expansion and growing population, many emerging
markets continue to face challenges due to underdeveloped financial infrastructure. Traditional banking systems often fail to meet the
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needs of the broader population due to limited branch coverage and barriers such as geographical isolation, economic disparity. This gap leaves hundreds of millions of unbanked or underbanked
consumers and businesses unable to access even basic financial services.
Africa serves as a key example of these challenges. According to
Frost & Sullivan, the continent, which is home to more than a quarter of the global population, faces significant hurdles in financial infrastructure, including:
•
44% of adults do not have a bank account, compared with the global average of 21%;
•
five bank branches per 100,000 people in Africa compared to the global average of 12; and
•
10 to 15 times lower credit card penetration than in developed markets.
These figures underscore the persistent gap in financial access. The situation is further exacerbated by emerging markets realities, such as
intermittent network connectivity, widespread use of legacy mobile devices, limited digital literacy, and high sensitivity to data costs. This reinforces the need for innovative, technology-driven solutions tailored to regional constraints.
The Digital Transformation and Growth in Emerging Markets
Many emerging markets worldwide have undergone a fundamental transformation in delivery and consumption of financial services. This
transformation is driven by structural forces such as rapidly expanding youth population, rising urbanization, accelerating digitization of commerce, and continued advancement of technologies like AI. Africa is now the fastest-growing continent by
population, with a median age of just 19.2. Mobile internet penetration is expected to reach 67.4% by 2030, according to Frost & Sullivan. This unlocks unprecedented opportunities for inclusive growth.
Notably, fintech players have emerged as powerful enablers of financial inclusion. In regions like China, India, Southeast Asia and Latin
America, fintech platforms have transformed how people save, spend, and invest. These platforms democratized access to financial services and fueled broader economic growth. Their success stories highlight the potential of scalable, tech-driven
platforms to leapfrog traditional banks.
OPay’s Unique Position in the Market
As digital transformation deepens and infrastructure layers mature across emerging economies, digital finance is evolving from a peripheral
service into a foundational component of economic infrastructure. This shift is reshaping how billions of individuals manage their financial lives.
OPay is uniquely positioned to capture this opportunity. As a comprehensive fintech platform integrating payments, savings, credit and
lifestyle solutions, OPay reimagines financial access through mobile-native, data-driven solutions designed to serve users across all socioeconomic segments. Our approach is rooted in practicality and accessibility.
•
Reliable in
low-connectivity
environments.
OPay
keeps core services running even when network signals drop, ensuring that essential financial tools remain within reach for anyone with a basic mobile phone.
•
Optimized for entry-level devices.
Our lightweight, efficiency-focused design minimizes data
consumption and guarantees smooth user experiences across a wide range of device types.
•
Intelligent and secure.
Real-time risk analytics protect users and support responsible, data-driven
credit decisions, even in markets where formal data sources are limited.
By meeting customers where they are, we turn
challenges into opportunities, making universal digital finance locally accessible and closing the financial inclusion gap. We are expanding in emerging markets from payments into broader financial and lifestyle service offerings, seeking to build
more comprehensive user ecosystems and support long-term value creation.
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What We Provide
We offer a comprehensive suite of integrated fintech solutions through our digital platform, which serves as the backbone of our digital
financial ecosystem for consumers, merchants and other partners.
Consumer Services
Our Consumer Services are designed to address the daily needs of individuals, offering everything from digital payments to savings through one
integrated platform.
•
Consumer Wallet.
Our consumer wallet forms the foundation of our consumer offering, enabling users
to store value, transfer funds and manage balances through a single mobile-first experience.
•
Cashless Payments.
We enable both wallet-based and card-based cashless payments in online and
offline settings, including “Pay with OPay,” our integrated checkout experience available on participating merchant websites.
•
Services
& Bill Payments.
We simplify daily transactions by
enabling users to manage their bill payments and access a variety of services directly through their OPay app.
•
OPay Marketplace (Mini-app Storefront).
We provide in-app experiences through mini-app storefronts,
where users can browse, initiate transactions, and complete payments directly in the OPay app.
•
Savings
.
Our savings products provide users with tools to grow their
money and maintain control over their financial goals.
Merchant Services
We enable businesses to operate more efficiently through a comprehensive suite of Merchant Services.
•
Merchant Acquiring.
We enable businesses to accept customer payments across multiple channels and
payment methods, including through our mobile app and POS devices for in-person transactions, and through our mobile app or our “Pay with OPay” payment gateway solution for remote or online transactions. Our platform is designed for
fast, reliable, and secure payment processing, allowing merchants to focus on growing their businesses.
•
Business Solutions.
Beyond payment acceptance, we offer merchants a suite of tools to enhance
customer engagement and optimize operations. From marketing and promotional support to business management features, we help businesses increase conversion rates and improve performance. Our API integrations increase efficiency by integrating with
existing systems and allow partners to tap into our broad user base, expanding their market reach.
Credit Services
We offer a broad range of credit products designed for individuals as well as micro, small and
medium-sized
businesses. Using an algorithmic credit and risk management system, we customize loan terms based on proprietary data and platform history. Our fully digital onboarding and flexible product
structures support financial inclusion for underserved populations and enable access to working capital for business expansion.
What We Have Achieved
Below are selected highlights of our achievements.
•
Market leadership and user reach.
OPay was the No. 1 finance app with a 9.9% market
share in Africa and Middle East, based on MAU in the six months ended June 30, 2026, and also the No. 2 app across all categories in Nigeria , based on DAU as of July 31, 2026, according to Frost & Sullivan.
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•
Transaction scale and platform throughput.
We processed 90.1 billion transactions,
representing US$558 billion GTV for the 12 months ending June 30, 2026. During the first half of 2026, our GTV grew 143% compared to the first half of 2025.
•
User base growth and engagement depth
.
We have the strongest engagement levels in the
African fintech industry, according to Frost & Sullivan, with 54% of MAU also being DAU as of July 31, 2026. OPay had 50.1 million and 26.8 million MAU and DAU as of that date. MAU has tripled since reaching 16.6 million in the first
quarter of 2024.
•
Credit business expansion
.
Our loan origination volume in Nigeria reached
US$1.56 billion during the last 12 months ending June 30, 2026, with loan volume growing 204% during the first half of 2026 compared to the first half of 2025. We had 6.7 million total quarterly unique borrowers in Nigeria in the second
quarter of 2026, which is more than 7 times the number of unique borrowers we had in the first quarter of 2024.
•
Industry recognition and regulatory acknowledgment
.
We received multiple industry
recognitions, including “Most Innovative Fintech of the Year” from Vanguard News in 2025 and “Fintech Company of the Year 2024” from Leadership Newspapers. In 2024, the CBN awarded us the “IFIC Award for Financial
Inclusion Innovation,” recognizing our contribution to expanding digital financial access across underserved segments.
OUR
COMPETITIVE STRENGTHS
Technology Built to Empower People
We create digital tools designed to empower people across emerging markets. Our proprietary technology is purpose-built to solve the challenges
our customers face in these markets, including intermittent connectivity, transaction failures, limited bandwidth, and evolving regulatory demands.
Our app is engineered to perform reliably across a wide range of Android devices commonly used in our markets, including entry-level
smartphones, and our core user journeys are designed to complete reliably under unstable network conditions. Over 99% of transactions initiated on OPay app were completed successfully on the first attempt in the first half of 2026, which was well
above the industry average success rate, according to Frost & Sullivan.
The end-to-end transaction time for majority of the transactions was approximately 1.0 second. Our platform architecture scales reliably to handle spikes in user
onboarding and transaction volumes. For example, during the first quarter of 2023, amid changes in cash availability in Nigeria, our MAU doubled with no impact on our transaction success rate.
We also apply AI and data analytics across our platform to support credit decisioning, strengthen fraud prevention, and improve customer
engagement.
Leading App-based Fintech in Africa
OPay was the No. 1 finance app with an 9.9% market share in Africa and Middle East measured by MAU in the six Months ended June 30, 2026,
according to Frost & Sullivan. We believe our position as the No. 1 finance app in Africa and Middle East, according to Frost & Sullivan, demonstrates our market leadership as an app-based fintech company in Africa. We achieved this by
delivering services that are relevant to users’ daily lives, built on scalable and reliable technology infrastructure.
We believe
app-based
fintech platforms represent a structural shift in how financial services are delivered in emerging markets. Relative to legacy USSD-based systems, an app-based model enables richer product functionality,
faster iteration, and a more personalized experience across consumers and merchants. This approach supports a broader range of financial use cases and positions us to scale with continued growth in smartphone adoption and digital commerce across
Africa and other emerging regions.
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Self-reinforcing Ecosystem
We have built an ecosystem that connects consumers and merchants through a single platform, creating a self-reinforcing cycle of engagement and
adoption. Our consumer base grows organically, by word-of-mouth and by our omnichannel approach, combining a digital-first platform with offline distribution. As our consumer base grows, we become more valuable to merchants seeking reliable
acceptance and higher conversion, and as merchant acceptance expands, we increase the everyday utility of OPay for consumers. This flywheel supports sustained growth across payments and adjacent services. As a testament, the DAUs of OPay app
increased from 15.1 million in 2024 to 25.8 million in the second quarter of 2026.
Starting from payments, we have expanded
into a broader set of financial and lifestyle use cases designed to deepen user engagement. Our algorithms and operational playbooks help guide users toward additional services, increasing usage frequency and strengthening retention. We believe this
integrated ecosystem is difficult to replicate because it is built on established user habits, merchant acceptance density, and continuous product expansion inside one platform.
Trust at Scale
Trust is foundational to digital finance, particularly in environments with elevated fraud and scam risk. We embed risk controls and security
directly into our platform and transaction workflows, combining preventative controls, real-time monitoring, and rapid intervention to protect users and merchants. This approach supports safer financial behavior and reinforces confidence in using
OPay for everyday transactions.
We measure trust through outcomes. In 2025, fraud losses represented less than 0.0001% of transactions on
our platform compared with reported fraud loss rate in Nigeria at 0.002% in 2025, according to Frost & Sullivan. We continue to invest in advanced risk controls and operational processes designed to detect suspicious activity, mitigate emerging
threats and protect users and merchants while maintaining a seamless experience.
Data Advantage
Our platform aggregates fragmented financial and behavioral signals across consumer and merchant interactions, creating proprietary datasets
that strengthen product performance and operational decision-making. As an example of the depth of our proprietary data signals, our digital wallet payment MAU transacted 209 times per month, on average during the first half of 2026.
We apply AI and big data analytics across the user lifecycle, including identity management, risk control, customer engagement, and customer
service, enabling us to continuously refine user experience and improve efficiency at scale.
These capabilities also strengthen our
credit and risk systems. For credit products, we leverage a data-driven risk-control framework using user information, official credit records where available, and device and behavioral
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signals to support automated decisioning and pricing. As transaction volume grows, the resulting feedback loop improves model accuracy and personalization, reinforcing the performance of our
ecosystem over time.
Experienced Team Built to Execute
We are a customer-first organization focused on solving everyday financial problems with simple, reliable solutions. Our management team
combines global expertise in internet platforms, financial services, and emerging market operations. We execute with discipline, prioritizing product reliability, risk management, and localized go-to-market strategies. We believe this combination of
global capability and local operating experience is critical to sustaining growth across multiple geographies.
Our technology
organization is supported by a deep bench of engineering and risk talent, with team members drawn from leading technology and fintech platforms. We have maintained a long-term commitment to building innovative and secure digital finance solutions
for underserved populations. We believe our ability to attract and retain high-caliber talent, alongside strong operating discipline, positions us to execute consistently as we expand.
OUR GROWTH STRATEGIES
We intend to
continue building on our position in Nigeria and to replicate our operating model in additional emerging markets over time. Our strategy is focused on expanding usage across consumers and merchants, broadening our product offering, and investing in
the capabilities required to scale reliably and profitably. These strategies are supported by our intended use of proceeds, including investments in technology, distribution, new solutions and market expansion, and potential acquisitions or
strategic investments.
Build on Our Scalable Technology Foundation
We intend to continue investing in technology infrastructure, data and analytics, and operational capabilities that support platform
reliability, security and scalability. Our platform is designed for emerging markets, where connectivity and payment infrastructure can be more variable, and we plan to continue improving resiliency and throughput as we scale. We also plan to
enhance risk management, compliance and governance to support disciplined growth. Our investments may include the strategic use of artificial intelligence and automation to strengthen fraud prevention and underwriting, improve operational efficiency
and enhance customer experience.
Deepen Penetration in Our Core Market
We intend to deepen penetration in Nigeria by expanding adoption across both higher-value and mass-market segments and increasing daily
engagement. We believe there is significant opportunity to grow usage through additional use cases, improved customer experience and continued focus on reliability and trust.
Expand Strategically in New Markets with Discipline
We intend to expand into new markets where we see clear unmet need and a path to build the full OPay model. We may enter with a focused
solution to a local pain point and then broaden over time. Our Nigeria playbook of serving consumers and merchants across payments, digital banking and credit is what we will look to replicate. We will prioritize markets where we can obtain an
appropriate banking license or operate through appropriately licensed partners and scale our high-reliability fintech platform.
We are
currently evaluating opportunities in markets across Africa and believe the Standard Bank Collaboration, if implemented, could strengthen this approach by bringing complementary products, local market knowledge, regulatory expertise and banking
infrastructure across its African footprint, helping us enter and scale more efficiently.
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Broaden Our Product Offering and Increase Engagement
We plan to expand the breadth of products and services available through OPay platform to address more of the financial needs of consumers and
merchants. This includes expanding payment use cases, growing our consumer and merchant credit offerings and introducing additional savings, investment and insurance products through partners. The Standard Bank Collaboration could, if implemented,
support this strategy by bringing complementary banking and financial products to OPay and creating opportunities to build new products together. We believe these capabilities can increase transaction frequency, improve engagement and retention and
support sustainable growth across our ecosystem.
Strengthen Our Merchant Ecosystem and Distribution Network
We intend to grow our merchant ecosystem and strengthen distribution to improve acceptance density and expand the range of merchants that can
serve our users. Our strategy includes expanding merchant acquiring coverage, improving merchant tools and capabilities, and strengthening the channels that drive merchant and consumer adoption. We also intend to deepen partnerships with banks,
telcos, billers and other service providers to accelerate distribution and product expansion.
Develop Our
In-App
Marketplace
We intend to expand the
mini-app
storefronts in our OPay Marketplace and build other everyday services integrations within the OPay app. We believe these offerings can increase engagement and create incremental monetization opportunities including payment processing,
performance-based and revenue-sharing partnerships with participating merchants and service providers. We also plan to improve service discovery over time through enhanced personalization and targeted recommendations.
Pursue Selective Partnerships, Acquisitions and Investments
We may pursue selective partnerships, acquisitions or strategic investments to accelerate product development, enhance capabilities or support
market expansion. The Standard Bank Collaboration reflects this approach. We intend to evaluate such opportunities with a focus on strategic fit, disciplined underwriting and long-term value creation.
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OPAY: BUILT FOR EMERGING MARKETS
OPay is a digital financial platform that provides payments and money management infrastructure to address the challenges of the emerging
markets where we operate. We use technology to enable financial inclusion, connecting consumers and businesses to make commerce safer and easier. We provide an integrated suite of solutions across Consumer Services, Merchant Services and Credit
Services. Together, these solutions form a digital-banking platform for our 50.1 million MAUs as of July 31, 2026.
Consumer Services
Since inception, improving everyday financial life for consumers in emerging markets has been central to our mission. We operate in cash-heavy
markets where daily activities such as buying groceries, paying bills and transferring money are hindered by friction, delays and limited visibility. Our Consumer Services are designed to make these activities simpler and more reliable by providing
a mobile-first experience that enables users to store value, move money, make payments across online and offline channels and access saving tools, all supported by our technology infrastructure.
Our Consumer Services are differentiated by our advanced technology, breadth of products and use cases, and focus on financial inclusion,
according to Frost & Sullivan. Our technology infrastructure is designed to deliver high transaction success rates and system reliability. In addition, our integration of services in a single app reduces friction for users. Our extensive bill
payment and lifestyle integrations drive daily engagement. Finally, our ability to serve underserved populations through simple onboarding and lowering barriers to access supports our growth among mass-market consumers. In 2025, we were one of the
largest digital payments platforms in Nigeria, according to Frost & Sullivan.
We have built a highly engaged user base, as
demonstrated by the penetration of users engaging with multiple use cases. For our Nigeria wallet business, in June 2026, approximately 67% of monthly MAUs used more than five use cases, and approximately 57% used more than six use cases. We also
observed strong retention among highly engaged users. For our Nigeria wallet business, in June 2026, the retention rate for users who used more than five use cases and six use cases was both approximately 99%.
Strengths that underpin our Consumer Services:
•
Comprehensive coverage and user experience
.
OPay provides a
one-stop
access point for both commerce and lifestyle payments. Through low operational costs, extensive integrations and promotional offers, we aim to deliver a seamless user experience that strengthens
engagement within our platform.
•
Mutually beneficial partnerships
.
We provide partners with access to our user base and
payment infrastructure, while their participation adds new use cases and enhances user engagement.
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•
Resilient infrastructure
.
Multiple technical connections with key partners help support
uninterrupted service. When one channel experiences disruption, our system automatically reroutes transactions through alternative paths to maintain uninterrupted services, stability and transaction success rates.
Consumer Wallet
Our consumer wallet
forms the foundation of our consumer offering, enabling users to store value, transfer funds and manage balances through a single mobile-first experience. Users can access core wallet functions such as depositing, withdrawing and transferring funds
within the OPay app, enabling them to manage money and daily transactions in one place. Peer-to-peer transfers are a core feature of the OPay app and support a wide range of use cases, including family support, shared expenses and informal commerce.
Cashless Payments
We enable users to make cashless payments through multiple channels, including wallet-based payments and card-based payments, with transaction
confirmation and activity records available through the OPay app.
•
Cashless payments at offline
point-of-sale.
Our cashless offline payment service enables users to pay merchants directly from their OPay wallet in offline,
in-person
scenarios without using physical cards or cash. In a typical transaction, users initiate payments by entering a merchant identifier or scanning a QR code. Merchants receive confirmation through our
platform. This approach is designed to support faster confirmation, improved transaction visibility and reduced reliance on cash for everyday offline commerce. Our platform also supports SMS and USSD payments for users with feature phones.
In many emerging markets, cash has long dominated everyday transactions, yet limited ATM networks, high
cash-out
fees and low banking accessibility can make cash usage increasingly inconvenient, particularly for
low-income
and rural populations. Our cashless offline payment
capability is designed to address these challenges by providing a simple and secure digital alternative that enables users to open an account and make payments through the OPay app.
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Our system uses robust backend architecture and multiple confirmation channels to support
fast, reliable and transparent transactions, outperforming traditional banks on these metrics. This infrastructure allows merchants to receive payment confirmations in real time, while users benefit from immediate settlement and full transaction
visibility.
•
Wallet-based online payments.
Users can also make wallet-based payments to merchants in remote
scenarios, including cases where product discovery and ordering occur through messaging or social platforms and payment is completed through the OPay app using a merchant identifier or payment reference. This capability supports wallet-based
merchant payments without requiring an integrated checkout experience. We also enable online payments on external platforms through our branded “Pay with OPay” checkout solution. See “— Our Business — What We Provide
— Merchant Services — Merchant Acquiring” below for more details.
•
OPay Debit Card
.
We issued a total of 38.7 million OPay Debit Cards as of June 30,
2026. Our OPay Debit Card extends our reach, offering users a way to make purchases and withdraw cash both online and offline. The card is directly linked to users’ OPay accounts and is accepted at POS terminals, ATMs and by online merchants.
We aim to provide a card experience that is superior to traditional banks by offering instant issuance, card management functionality (such as quick password reset), high transaction success rates and enhanced security. Cardholders can manage the
card lifecycle digitally from activation to limit adjustments, dispute resolution and renewal or replacement, all through the OPay app. To further enhance security, users can control merchant subscriptions and lock or unlock cards through in-app
controls.
Services and Bill Payments
Beyond transfers, OPay simplifies everyday payments, allowing users to manage a variety of transactions, from utilities to entertainment, all
in one app.
Users can pay for airtime and data
top-ups,
utilities such as electricity and solar
energy, television subscriptions, transportation and tolls, school tuition and exam fees, government and tax payments, entertainment, travel and charitable donations, all through the OPay app. These services are designed to provide fast
confirmation, transaction visibility and a consistent user experience across high-frequency categories.
OPay Marketplace
(Mini-app
Storefronts)
We provide
in-app
merchant
experiences through
mini-app
storefronts and related integrations that allow users to access selected merchants and services within the OPay app. We generate revenues from OPay Marketplace (Mini-app
Storefronts) from performance-based marketing services provided to merchants and others. Users can browse and initiate transactions within these
mini-app
experiences and complete payments seamlessly through
their OPay account, with transaction confirmation and history available through the app. We use these experiences to expand consumer use cases within our ecosystem, increase engagement and transaction frequency, and to support participating
merchants’ digital distribution to OPay users.
Savings
Our savings products help consumers and merchants save and grow their money within the OPay platform. We offer simple, transparent and
high-liquidity savings products designed to meet varying liquidity needs and return profiles.
Our savings products include
(i) OWealth, which provides instant subscription and redemption, (ii) SafeBox, which provides a quarterly free redemption window with early-withdrawal support, (iii) Fixed Deposits, with flexible tenors and other customizable
features, (iv) Targets and (v) Spend & Save, both our
goal-based
and automated sweep-savings tools, with daily interest accrual and
on-demand
liquidity.
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Our savings products are offered through our CBN-licensed subsidiary engaged in
deposit-taking operations. We directly accept customer deposits and offer a range of savings products through the OPay platform. These products differ in terms of tenor, liquidity and return profile. The customer funds corresponding to these savings
products are held by our subsidiary itself, rather than by third-party partner banks or other financial institutions. As the deposit-taking institution, we assume the obligation to repay depositors the relevant principal amounts together with the
applicable interest or other returns offered under the terms of the relevant products. The referenced interest yields are obligations of our subsidiary to depositors and are determined based on the terms of the relevant products, including factors
such as product type, tenor, liquidity features and withdrawal conditions.
As of the date of this prospectus, all of our saving products
are interest-bearing in Nigeria and insured by Nigeria Deposit Insurance Corporation. We did not have any noninterest-bearing savings products as of such date.
Product
Maturity / Term
Balance as of
June 30,
2026
(USD’000)
OWealth Spend & Save; SafeBox
No fixed term
847,505
Fixed; Targets
Fixed term (7-1,000 days)
131,430
Total
978,935
We serve as the deposit-taking institution, hold the corresponding customer funds on our balance sheet, and
assume the contractual obligations to customers with respect to repayment of principal and payment of stated returns. The proceeds of these deposits are managed in accordance with applicable laws and regulations and may be deployed into permitted
assets and investment products, including treasury bills, AMC-managed products, and similar instruments, subject to applicable regulatory requirements and our internal risk management framework.
We offer competitive interest yields across all of our products, which are designed to convert high-frequency payment users into long-term
savers, deepen engagement, and support a stable funding base that fuels our Credit Services. Stable savings behavior enhances user creditworthiness within our platform, allowing access to Credit Services when needed.
As of June 30, 2026, more than 42 million OPay users had subscribed to our savings products, with average balances of US$23. Our
users range from young professionals sweeping idle balances into savings, to merchants depositing daily proceeds to manage cash flow more efficiently.
Merchant Services
We empower merchants
of all sizes, from micro and small businesses to established retailers and large customers, to accept payments, manage operations and access financial tools through an integrated platform.
In the markets where we operate, merchants often face a distinct set of constraints, including a high reliance on cash, fragmented payment
behaviors, limited or uneven access to traditional acquiring infrastructure, operational friction in reconciliation and settlement, and few working-capital solutions for daily cash flows. These conditions can be particularly challenging for
merchants with multiple outlets, high transaction volumes or distributed workforces and suppliers, where operational controls, reliability and transparency are critical.
Against this backdrop, our Merchant Services are designed to support (i) large and sophisticated merchants that require reliability,
reporting, integration and enterprise-grade controls,
(ii) mid-market
merchants seeking to digitize acceptance and improve operational efficiency, and (iii) long-tail merchants that prioritize
simple,
low-friction
tools for receiving payments and accessing funds quickly. Through the OPay app, POS terminals, QR or payment-code based acceptance solutions, and our merchant portal, merchants can receive
payments, monitor performance in real time and use digital tools to manage liquidity and growth.
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Our key account merchant base includes large merchants such as telecommunications operators,
quick-service
restaurant chains, retail and consumer brands, and large groups in certain markets. We also support branded
in-app
merchant experiences and storefronts
within our ecosystem, subject to availability, regulatory requirements and commercial terms.
According to Frost & Sullivan, our
merchant platform is differentiated by several competitive advantages.
•
Our large and growing consumer user base of our OPay app, with over 47 million MAUs in the second quarter of
2026, provides merchants with direct access to our consumers, reducing their reliance on fragmented card networks or multiple payment providers.
•
Our integrated technology stack enables us to offer reliability, transaction speed and uptime, which are
particularly valued by high-volume merchants where system availability directly impacts revenue.
•
Our settlement flexibility and real-time reporting capabilities address a critical merchant pain point in markets
where delayed settlements and opaque reconciliation are common, giving merchants faster access to working capital and greater operational control.
By combining payments, merchant operations tools and access to financial solutions in one platform, we provide a more comprehensive offering
beyond standalone payment processing.
Merchant Acquiring
Our merchant acquiring solutions include online payment acceptance and offline payment acceptance, both of which are designed to facilitate
payment acceptance for local merchants.
•
Online payment acceptance.
Our online acquiring service enables merchants to accept digital
payments from OPay users through the “Pay with OPay” checkout integration. Supported by our user base and product experience, “Pay with OPay” is designed to provide a streamlined checkout flow and transaction visibility for
merchants, which may support conversion and improve customer experience. The service can be integrated into merchant online checkout and transaction management workflows, with reporting and reconciliation available through our merchant portal.
Specifically, when a user selects “Pay with OPay” at checkout, the payment is usually authenticated through the OPay app and completed within seconds through a secure, closed-loop process designed to protect sensitive user data. This
integration reduces the need to switch between apps and is designed to support transaction completion and a streamlined checkout experience compared to traditional card or transfer methods. According to Frost & Sullivan, “Pay with
OPay” has become one of the dominant online payment methods in Nigeria, supported by virtually all major local and international merchants, including global e-commerce platforms, airlines, betting sites and online retailers.
•
Offline payment acceptance
. We help offline merchants, from micro businesses to established
retailers, go digital through a range of acceptance solutions tailored to different operating environments and merchant sophistication.
For merchants that prioritize simplicity and speed, including smaller merchants with limited infrastructure, we offer
app-based
acceptance and cardless payment solutions that support payment confirmation and automated recordkeeping, reducing manual reconciliation and improving visibility. We are also rolling out
QR-
and payment-code-based acceptance for merchants that prefer
low-cost
hardware deployment while maintaining consistent confirmation and transaction tracking.
For merchants that require a more traditional
point-of-sale
experience and higher throughput, we provide POS terminals, and a processing capability designed to deliver reliable authorization and settlement, together with reporting and operational controls.
POS-based
acceptance also supports merchants that operate multiple outlets and require greater standardization, staff oversight and transaction management. In 2025 and June 2026, approximately 0.4 million and 0.8 million POS terminals we
deployed were actively in use, respectively.
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Business Solutions
While payment acceptance addresses merchants’ immediate transaction needs, we recognize that digitization creates opportunities to solve
broader operational challenges. Beyond processing payments, we equip merchants with a suite of business solutions designed to improve visibility, operational efficiency and financial management. These solutions are delivered through the OPay app and
our merchant portal and are intended to serve merchants across the lifecycle, from onboarding and daily operations to growth and multi-outlet management.
•
Operational visibility, controls and workflow management.
Merchants can monitor transaction
activity in real time, access automated settlement and reconciliation reports, and manage workflows across multiple outlets. For larger merchants and organized retail, these tools support operational control through standardized reporting,
configurable access and workflow processes and centralized visibility across locations. For smaller merchants, the same tools aim to reduce the administrative burden associated with cash management and manual record-keeping.
•
Business digitization tools.
To support
day-to-day
operations, we provide lightweight management features that help merchants improve accuracy and reduce friction, including customer engagement and loyalty tools, integration with
point-of-sale
till workflows, supplier and staff-management modules. These tools are designed to reduce common sources of operational error, improve traceability and support
more consistent
day-to-day
execution. Our platform also incorporates transaction-level anti-fraud and security capabilities, including behavioral monitoring and anomaly
detection, to protect merchants from unauthorized activity and reduce exposure to payment fraud.
•
Integration and APIs.
For merchants with more complex requirements, including large customers, we
offer integration capabilities designed to connect our payment acceptance and reporting tools into merchant operational workflows. These capabilities may include
API-based
integrations and configuration tools
that enable merchants to integrate payment acceptance into enterprise systems (including ERP and back-office finance systems) and into
front-end
point-of-sale
environments (including cash registers and checkout systems) to reduce manual entry and reconciliation errors, improve transaction-level traceability and
support automated reporting.
•
Merchant financial tools.
Through our integrated financial solutions, merchants may earn returns on
idle balances through our savings products. Additionally, select merchants may access tailored credit products through our Credit Services, supported by proprietary data and risk models that incorporate transaction history and business performance.
These financial tools are designed to be complementary to acceptance and reporting capabilities, leveraging transaction history and behavior data to support decisioning, monitoring and servicing.
•
Distribution, onboarding and support.
We acquire and support merchants through a combination of
digital onboarding and an
on-the-ground
merchant organization. Our field teams support merchant acquisition, onboarding, training and ongoing servicing, including
periodic merchant touchpoints intended to improve adoption, reduce downtime and support merchant success. In addition, we use data analytics to identify usage patterns that may indicate business activity and to proactively offer Merchant Services to
eligible users, subject to applicable data, privacy and regulatory requirements.
By combining payment acceptance,
analytics and reporting, operational tools and merchant financial solutions in a single platform, we aim to help merchants reduce reliance on manual processes and legacy infrastructure, improve efficiency and operate with greater transparency as
payments digitize across our markets.
Funds Flow and Settlement
Our settlement framework is designed to support fund safety, transparency and operational flexibility for merchants of different sizes and
business models. Transaction funds are pooled and processed through regulated custodial accounts in accordance with applicable requirements, and settlement options are designed to align with
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merchant operating needs and risk controls. Merchants may choose from a range of settlement cycles, depending on factors such as transaction profiles, business preferences and operational
requirements.
Across merchant types, we provide real-time reporting and automated reconciliation tools accessible through both the OPay
app and our
web-based
merchant portal, enabling merchants to monitor transaction activity, reconcile settlement flows and manage exceptions with greater confidence and transparency. Settlement mechanics vary
by merchant segment. For SME merchants, funds are typically settled to OPay wallet balances and become available for payments, transfers or withdrawals within the OPay app, while for key account merchants, settlements are typically made in batches
to designated corporate bank accounts, supported by comprehensive transaction and payout statements accessible through our merchant dashboard. We also provide dispute management and transaction-support tools to assist merchants in resolving payment
exceptions efficiently.
How We Generate Revenues from Consumer Services and Merchant Services
Revenue generated from our Consumer Services and Merchant Services business lines primarily consisted of transaction-based revenue, including
payment-related fees and commissions generated from digital wallet services, online and offline cashless payments,
card-related
services, bill payment services and merchant acquiring services. Such
transaction-based revenue amounted to US$79.2 million, or 38.5% of our total revenue in 2024, US$167.3 million, or 31.2% of our total revenue in 2025 and US$130.6 million, or 27.9% of our total revenue for the six months ended
June 30, 2026.
To a lesser extent, we generated revenues from (i) savings products under Consumer Services, which is included
in interest income from short-term investments and amounted to US$9.2 million or 4.5%, US$47.3 million or 8.8% and US$50.6 million or 10.8%, of our total revenues in 2024, 2025 and for the six months ended June 30, 2026, and
(ii) sales of POS and related services under Merchant Services, which is reported as a portion of other revenue. Other revenue in total amounted to US$6.6 million or 3.2% of our total revenue in 2024, US$10.9 million, or 2.1% of our
total revenue in 2025 and US$8.2 million, or 1.8% of our total revenue for the six months ended June 30, 2026.
Credit Services
We extend responsible, data-driven credit to individuals and small businesses, helping them manage liquidity, expand operations, and
participate more fully in the digital economy. We operate Credit Services primarily in Nigeria and Indonesia, offering three complementary categories of products, personal loans
, merchant
loans and BNPL. Together, they provide users with flexible, data-driven access to liquidity for both personal and commercial needs.
Personal
Loans
Our personal loans
are offered through two complementary models, self-operated and loan-facilitation. We primarily
serve individual consumers and micro and small enterprises in Nigeria and Indonesia.
•
Self-operated model in Nigeria.
Lending is conducted through our licensed microfinance banking
subsidiary, where loans are originated and held on balance sheet, with corresponding credit risk, income, and provisioning recognized in our consolidated financial statements. Under the self-operated model, loans are typically issued for an average
tenor of around 100 days, repaid in equal
principal-and-fee
installments. The relevant daily interest rates are determined based on borrower profile and risk segment.
Our proprietary credit models are used to support key credit decisions across the loan lifecycle, including borrower eligibility screening, credit underwriting, risk-based pricing and post-disbursement monitoring. In addition to OPay app, borrowers
can also access our loans through OKash app and EaseMoni app.
Under the self-operated model, approved loans are
disbursed directly to borrowers’ OPay wallets or linked bank accounts, with repayments made through the same channels into regulated accounts. In this
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process, our automated decision systems generate approval recommendations, proposed credit limits and fee levels based on borrower risk profiles, and these outputs are embedded into our
underwriting workflow and portfolio monitoring processes.
To analyze the number of borrowers we have versus our wallet MAU, we consider
the ratio of the number of users who borrow in a given month to the number of wallet MAU for that month. Since January 2024, our borrowers have increased faster than our wallet MAU, as a result, this ratio increased from 1.7% in January 2024 to 6.8%
in June 2026. We believe there remains substantial potential for further growth in this ratio.
The key terms of our credit products vary
by product type, but our loans generally carry fixed interest rates or fixed fee-based pricing, rather than variable interest rates. Under our self-operated consumer loan products, personal loans are typically repaid in monthly installments,
although certain borrowers may also be offered shorter-tenor products, such as 7-day or 15-day loans. Our merchant loans products are generally structured with 15-day installment periods, with flexibility for weekly, biweekly or monthly repayment
schedules depending on the borrower profile and product terms. Our BNPL products are invoice-based and are generally required to be repaid within seven days upon billings. Repayment mechanics also vary by product. By default, repayments for our
consumer credit loan products are not automatically deducted from a borrower’s OPay wallet, and automatic repayment occurs only if the borrower has activated the OPay automatic repayment function or has linked a bank card or other repayment
account, in which case the relevant amounts may be automatically deducted from the borrower’s OPay wallet or linked bank account. In contrast, repayments for our merchant loans and BNPL products are generally automatically deducted from the
user’s OPay wallet account when the relevant payment becomes due.
We have five risk tiers for borrowers of Nigeria credit services
based on our internal risk evaluation criteria, with E being the highest risk tier and A being the lowest.
Our annual average NPL ratio
was 4.8% in 2024, 4.6% in 2025. As of June 30, 2026, our NPL ratio was 4.3%. We observed an increase in NPL ratio in the last quarter of 2025 and first quarter of 2026, which primarily reflected a deliberate and temporary expansion of our risk
appetite to increase loan size and tenor to certain borrowers as part of our overall strategy to drive loan volume growth across our portfolio. This short-term increase was anticipated and remained within our established overall risk appetite and
management expectations. During the first half of 2026, there were two main contributors to the reduction of NPL ratio: tightened our risk appetite in consumer loans, a mix shift towards more merchant loans which have a lower risk profile. We plan
to adjust risk levels over time to optimize business objectives; for example, in the past we have increased risk appetite during the Q4 holiday season, while keeping the overall NPL level within our established target range. We also expect movement
in overall NPL ratio as our recently launched merchant loan product matures.
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•
Loan-facilitation model in Indonesia.
RupiahCepat, our local app, is the customer-facing platform
for our Indonesia loan facilitation, which is carried out by our local operating company, KUFI. We acquire and onboard borrowers digitally and support the lending workflow end-to-end, including borrower acquisition, application processing,
preliminary credit eligibility checks, data-driven credit analytics, and loan management and collections support. Our borrower acquisition channels include telco partnerships and major digital platforms. We incorporate data available through these
channels as well as other data sources, into our screening and preliminary risk assessment. In this model, our systems are used to generate preliminary borrower screening results, risk segmentation, fraud flags and indicative pricing or limit
parameters for review by the lenders, but the lenders make all final credit decisions pursuant to their own policies and regulatory requirements.
KUFI is licensed to engage in Technology-Based Joint Funding Services (the “LPBBTI”) under Indonesian regulations, including POJK
40/2024. See “Regulation – Indonesia Regulations” for further details on POJK 40/2024 and other applicable Indonesian regulatory requirements. Our model involves three parties: (i) licensed Indonesian banks (and other eligible
licensed financial institutions) acting as lenders (the “Lenders”), (ii) KUFI, acting as the intermediary or “channeling manager”, and (iii) eligible individual borrowers. We enter into channeling cooperation
agreements with our Lenders. The Lenders provide the funding, make all final credit decisions under their own credit policies and regulatory requirements, and retain full discretion over credit approval and disbursement. After approval, KUFI, acting
on the Lenders’ behalf, enters into the individual loan agreements with borrowers that set out key terms such as interest rates and tenors. In practice, our funding partners include a group of banks that provide the lending capital, while we
provide the technology and operational layer that sources customers and supports the origination and servicing process. As part of this risk-mitigation framework, we administer credit insurance arrangements provide by licensed credit insurance
companies regulated by OJK, where the Lenders are the insured parties and beneficiaries. Premiums are charged to borrowers, collected and remitted by KUFI (via an escrow account) to insurers, and do not constitute KUFI revenue. Claims are paid by
insurers directly to the insured Lenders if accepted, in accordance with the terms and conditions of the relevant insurance policy.
Under
the LPBBTI structure, credit risk rests with the Lenders and borrowers. KUFI does not bear credit risk on the facilitated loans, has no obligation to repay loan principal, interest, or insurance premiums, and is prohibited from providing guarantees
for Lender or borrower obligations. KUFI’s
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role is performed under a power of attorney from the Lenders and within the scope of regulatory mandate as a licensed LPBBTI company and is limited to functions such as matching, risk analysis,
user verification, document checks, and implementing risk mitigation measures such as credit insurance and repayment collection; however, we may still be held liable on a fault-based basis if losses arise due to improper verification, negligent or
grossly negligent assessments, or violations of agreed control procedures, in which case KUFI’s liability is still limited to breach of contract and does not extend to repaying the loan or providing any guarantee.
Loans facilitated through our Indonesia loan facilitation model generally have fixed interest rates, rather than variable interest rates. The
tenor of such facilitated loans varies depending on the product and borrower profile, but they are generally short-term in nature, with repayment schedules and other key terms set out in the individual loan agreements entered into between the
Lenders and the borrowers following approval. Such loan agreements typically specify, among other things, the applicable interest rate, tenor, repayment schedule and other borrower obligations. While KUFI supports the origination and servicing
process, all final lending decisions and the determination of key lending terms remain with the Lenders in accordance with their own credit policies and applicable regulatory requirements.
Our revenue from this business is recorded as loan facilitation service fees, calculated based on amounts billed to borrowers (inclusive of
loan interest, insurance premiums, and service fees), net of interest due to funding partners and premiums paid to insurance companies on the funding partners’ behalf.
BNPL
Our BNPL product in Nigeria allows
active users to access short-term credit for everyday purchases and bill payments directly within the OPay wallet. Consumers can make payments using a
pre-approved
credit line with a
two-week
billing cycle and a
one-week
repayment window. The product is currently interest-free, charging only a small service fee, and is designed to help users manage daily
cash flow responsibly.
BNPL was newly launched in September 2025. For the period ended June 30, 2026, the transaction amount of BNPL
was US$5.0 million, across 13.4 million transactions. As the product was launched only recently, it did not have a material impact on our business or results of operations for the periods presented.
Merchant Loans
Beyond consumer loans, we
extend credit to small and micro businesses in Nigeria using transaction data to
pre-screen
merchants with steady cash flows. Qualified merchants are targeted for personalized onboarding and
on-site
due diligence. By combining internal transaction records, external banking data, and industry insights, our models enable precise risk assessment and competitive pricing. Merchant loans typically feature
higher limits, lower rates, and longer tenors aligned with business cashflow cycles. Our systems are used to rank and segment merchant applicants, estimate repayment capacity, propose credit limits and pricing, and monitor portfolio performance
after disbursement based on evolving transaction behavior and repayment patterns.
For the period ended June 30, 2026, the aggregate
loan disbursement amount of Merchant Loans was US$99.0 million, across 20 thousand transactions, and revenue generated from this product was US$8.8 million. As a recently launched product, Merchant Loans contributed only a limited
portion of our overall revenue for the periods presented, but we believe these metrics are useful to illustrate its early operating scale and commercialization progress.
Technology-Enabled Risk Management
Our
credit business is built on a technology-driven risk management framework that integrates biometric verification, machine-learning credit modeling, and
AI-based
servicing tools to ensure scale, efficiency, and
responsibility across the lending lifecycle. This framework is reinforced through integrated collaboration with our Consumer Services and Merchant Services, which contribute transaction history, account balances, cash flow visibility, and behavioral
insights that strengthen user profiling and operational resilience.
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By embedding these data points into our risk management framework, we strengthen the
synergistic ecosystem that enables more accurate risk assessment, proactive fraud detection, and dynamic credit solutions. Our models are designed to continuously update risk assessments based on repayment history, wallet activity, transaction
frequency, changes in user behavior and other performance indicators, which may result in dynamic adjustments to credit limits, product availability, pricing or collections treatment over time.
•
Borrower onboarding.
Through OPay app, borrowers complete a fully digital process that includes
registration, identity verification, and bank account linking. Our proprietary decision engine evaluates risk and pricing using multiple data sources, such as official credit data, device and behavioral signals, and transaction records from the OPay
platform, allowing us to make automated, real-time credit decisions with high accuracy. We maintain a consistently strict approach to collect information for borrower onboarding. For instance, we generally processed KYC procedures for borrower data
across 10 different categories for our self-operated loans in Nigeria. The outputs of this decision engine include borrower eligibility, fraud-risk alerts, initial credit scores, recommended loan limits and proposed pricing bands, which are
incorporated into our underwriting workflow.
•
Pre-loan
controls.
We apply multi-layer identity
verification and anti-fraud screening to protect user authenticity and prevent organized fraud. Biometric and facial recognition checks are cross-verified with official databases, reducing manual review rates from about 30% in the first half of 2024
to
below 2% in Nigeria as of the first half of 2026. We also use device fingerprinting, IP and geolocation mapping, and blacklist
cross-matching
to identify coordinated fraud patterns in real
time. Applications that trigger elevated risk indicators may be declined automatically, routed for enhanced review, or subject to more conservative credit terms, depending on the nature and severity of the risk signals identified.
•
Data-driven credit modeling.
We assess creditworthiness using proprietary data models that combine
official credit records, income and behavioral data, and OPay platform transaction histories. Our models evaluate both asset stability (based on data from our OPay platform) and income reliability (including third-party sources such as tax and
social security records). Together, these inputs define differentiated limits and pricing strategies. Borrowers are scored through differentiated models for new users and repeat users, allowing dynamic limit upgrades, preferential pricing, and
continuous portfolio optimization. We leveraged over 200 billion data points of credit and financial information, including transaction histories, user behaviors, and third-party data sources such as tax records. Additionally, nearly
50 billion behavioral data points are used to assess patterns in borrower behavior and repayment tendencies. This extensive data allows us to create more precise risk models and enables us to offer differentiated loan limits, dynamic pricing,
and personalized credit terms based on real-time user profiles. These models are also used after origination to monitor delinquency trends, detect early signs of stress or fraud, and support collections strategies and portfolio optimization.
We are highly efficient in credit disbursement. For our self-operated loans in Nigeria, the percentage of loans
processed from application to disbursement within one minute increased significantly from 38% in first quarter of 2025 to 80% in second quarter of 2026 while the average time from application to disbursement decreased from 17 minutes in the
first quarter of 2025 to eight minutes in the second quarter of 2026. Our ability to process applications quickly depends in part on the availability, accuracy and timely receipt of internal and third-party data inputs, as well as the performance
and calibration of our models and automated decision systems.
•
Responsible lending and borrower protection.
We maintain strong borrower-protection and
affordability controls. In Nigeria, where informal employment is common, repayment ability is assessed through users’ wallet activity and transaction history rather than formal income proof. In Indonesia, official tax and social security data
supplement our scoring process. We apply
cooling-off
periods, marketing contact caps (no more than twice per week), and hardship-assistance programs offering penalty or interest waivers for borrowers in
distress. Our hardship assistance programs are tailored to individual borrower needs, providing financial counseling services, payment deferrals, and
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penalty waivers when necessary. Notwithstanding these controls, our models and systems are subject to inherent limitations, including incomplete, inaccurate or stale data, changes in borrower
behavior, fraud patterns, model drift, operational errors, and evolving market or regulatory conditions, any of which may reduce predictive accuracy or result in higher-than-expected losses, lower yields, pricing mismatches or operational
inefficiencies.
•
AI-enabled
post-loan management.
After loan disbursement,
we use
AI-based
tools to enhance repayment and collection efficiency. Predictive dialing improves human agent productivity, and automated WhatsApp reminders in Indonesia have raised recovery rates by
approximately 3.5%, with rollout to Nigeria underway.
RISK CONTROL AND MANAGEMENT
Risk control and management are foundational elements across all of OPay’s operations from user onboarding and KYC to payments, savings,
and credit. We combine advanced technology, strong governance, and rigorous compliance to ensure safety, reliability, and trust across OPay platform.
We operate an enterprise-wide risk management framework that covers operational, financial, technology, and compliance risks. This framework
is overseen by a dedicated risk committee that sets risk appetite, monitors key exposures, and coordinates incident response across markets. Our platform consolidates identity verification, transaction monitoring, and behavioral analytics into a
real-time control system backed by industry-leading AI and
big-data
capabilities. At onboarding, biometric authentication, document validation, and
AI-driven
anomaly
detection work together to prevent impersonation and synthetic fraud before an account becomes active.
Our transactional risk engine
provides real-time interception of suspicious activities, materially reducing fraud loss and enhancing platform integrity. Payment flows are protected through
PCI-DSS-aligned
encryption, tokenization, and multi-factor authentication, ensuring security from authorization to settlement. Our industry-leading fraud metrics are
evidenced by a fraud loss rate below 1 in 100,000 and customer-disturbance rate below 1 in 10,000.
Our proprietary in-house risk
management dashboards and systems monitor over 500 risk metrics in real time. An illustrative section of one dashboard is presented below:
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For users, OPay delivers a secure, seamless, and dependable financial experience. Our
technology architecture is engineered for high resilience and throughput, maintaining strong payment success rates even during national peak-traffic periods. With 24/7 automated monitoring, layered redundancy, and rapid failover mechanisms, our core
systems consistently deliver industry-leading uptime performance, providing users and merchants with uninterrupted access to essential financial services.
For our credit operations, we apply rigorous credit-risk and borrower-protection measures that embody the principles of responsible lending.
AI-based
assessment models incorporate official credit histories, income data, device signals, and behavioral patterns to determine limits and pricing. In addition, we also maintain
cooling-off
periods and marketing contact caps. Post-loan management integrates automated reminders, behavioral monitoring, and structured hardship programs to support responsible lending. Across all
jurisdictions, OPay complies with local AML/KYC rules, maintains real-time reporting links with regulators, and undergoes periodic third-party audits and inspections.
SALES, MARKETING AND NETWORK DISTRIBUTION
We organize sales and marketing into user operations team and brand marketing team. The user operations team drives growth and lifecycle
management across user acquisition, merchant acquisition, user engagement, and user and merchant retention. These efforts are supplemented by our customer acquisition through our nationwide offline independent agent network, which plays a vital role
in extending OPay’s reach to underserved areas. Brand marketing team leads integrated campaigns, media relations, and reputation management.
User Growth and Engagement
We acquire
users directly through a mix of performance media,
in-app
cross-sell, referral programs, campus initiatives, and our nationwide offline independent agent network. After onboarding, users enter personalized
journeys with bundled use cases and tiered membership benefits tailored to their profiles.
To strengthen engagement, we encourage
exploration through
in-app
recommendations and targeted promotions that connect payments, savings, cards, and merchant tools. In addition, AI models power our audience segmentation and campaign optimization,
improving conversion, predicting churn, and guiding next-best actions for each user.
Merchant Acquisition
Our Merchant Acquiring division is responsible for onboarding and managing relationships with merchants across various segments, ensuring that
businesses of all sizes can accept digital payments through OPay.
Merchant Acquiring division is divided into two key groups: large
customers and mid-market customers. Large customers focus on large merchants with high transaction volumes, requiring tailored solutions and enterprise-level support. The
mid-market
accounts team targets small
to
medium-sized
businesses, helping them digitize their operations and streamline payment acceptance.
In addition, there is also a long-tail group that focuses on smaller merchants and informal businesses, ensuring that OPay’s services
are accessible across the full spectrum of merchant needs. This segmentation allows us to provide a personalized approach to businesses of different sizes and industries, fostering long-term partnerships and enabling seamless payment acceptance
across online and offline channels.
Retention and Experience
We manage retention dynamically by scenario frequency and contribution. High-frequency users receive experience-driven nudges, while
at-risk
users receive personalized incentives and recall programs across push, SMS, interactive voice response, WhatsApp, and paid media. Our DAUs reached 26.8 million as of July 31, 2026,
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representing DAU/MAU ratio of 54%, which was the strongest engagement levels in the African fintech industry, according to Frost & Sullivan. We continuously track user satisfaction
through interviews, surveys, and focus groups, and monitor net promoter scores to identify and close experience gaps.
Brand and Communications
Our brand marketing team runs integrated campaigns across app channels, social media, influencers, paid media, and offline events. We
measure brand impact through data-driven tracking and maintain consistent messaging that builds trust in OPay as an everyday financial partner.
INDEPENDENT AGENT BANKING NETWORK
Complementing our digital infrastructure, our nationwide offline independent agent network is a critical distribution channel that extends
OPay’s reach to communities with limited access to traditional banking services. These independent agents play a key role in customer acquisition by facilitating account opening, OPay Debit Card issuance, POS device activation, and enabling
users to deposit and withdraw cash from their OPay accounts. While these agents function independently, they are integral to building our customer base, driving adoption, and ensuring financial inclusion in underserved areas.
OUR TECHNOLOGY
Serving emerging markets
at scale requires technology purpose-built for challenging operating conditions: intermittent connectivity,
low-specification
devices, high data costs, and populations new to digital finance. Traditional
fintech architectures designed for developed markets can struggle to operate effectively in these environments. We engineered our platform from the ground up to turn these constraints into competitive advantages.
We built our technology platform to support high-frequency, everyday financial activity at national scale in emerging markets. From inception,
our focus has been on reliability, scalability, and user experience in environments characterized by rapidly changing demand, uneven infrastructure, and low tolerance for service disruption. Our platform is designed to process large transaction
volumes with high success rates, enable rapid product iteration, and deliver consistent performance for users and merchants as usage scales. During the second quarter of 2026, our platform supported approximately US$2.0 billion in average daily
GTV.
Our technology is supported by hundreds of engineering, technology development and management talents, including individuals with
prior experience at large-scale technology and fintech companies. This team applies production-grade engineering practices developed in large-scale, consumer-facing technology environments, with a focus on robust infrastructure, fault tolerance, and
user-centric product design. This discipline has enabled us to scale our platform efficiently while maintaining service quality as transaction volumes and user activity increase.
Scalable and Resilient Payments Core
Our
payments platform is built around a multi-cloud ledger and orchestration architecture designed to support real-time transaction processing, clearing, and reconciliation at scale. This architecture enables fast checkout, high transaction success
rates, and reliable settlement for users and merchants, including during periods of elevated activity. Automated monitoring, failover, and rollback mechanisms are integrated across our systems to support continuous availability and accurate
financial records.
Over 99% of transactions initiated on OPay app were completed successfully on the first attempt in the first half of
2026, which was well above the industry average success rate, according to Frost & Sullivan.
The
end-to-end
transaction time for majority of
transactions was approximately 1.0 second.
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We believe the scalability and resilience of our payments core support user trust, merchant
adoption, and sustained transaction growth across our markets.
AI-Enabled
at Scale
We build and run over 5,000 machine learning-based models and model variants across our platform, supporting credit decisioning, fraud
prevention, customer engagement, and operational efficiency. These models are trained on proprietary datasets generated by high-frequency transaction activity across our platform, incorporating a wide range of behavioral, device, and transactional
signals.
Our credit models combine traditional bureau data with behavioral signals, such as device intelligence, transaction patterns,
social graphs, and financial SMS data (user-consented), to assess creditworthiness for populations with limited formal credit histories. This enables us to responsibly extend credit to previously underserved segments while maintaining portfolio
quality.
Risk and Security Architecture
Risk management and security are embedded directly into our technology platform and transaction workflows. Our real-time risk engines analyze a
combination of device signals, biometric inputs, behavioral patterns, and geolocation data to assess transaction risk and support fraud prevention and credit decisioning. These capabilities operate continuously and are designed to adapt dynamically
as usage patterns evolve.
We implement a layered security architecture that integrates preventative controls, real-time detection, and
rapid response mechanisms directly into the user experience. Our consumer-facing security features for the OPay app are available in the OPay Security Center, which provides users with visibility into available protections and direct control over
their security settings.
•
Proactive transaction protection.
We deploy preventative controls designed to stop unauthorized or
high-risk
transactions before funds leave a user’s account. Large transaction shield and night guard require biometric verification for high-value transfers and late-night transactions, respectively. Large
transaction double check prompts users to reconfirm recipient and amount details before completing large transfers, reducing errors and unintended transactions. Location guard allows users to define a primary transaction location and requires
biometric
re-authentication
when activity occurs outside that zone.
•
Fraud intervention
& account control.
Our real-time
scam alert system monitors transaction behavior and recipient risk signals to identify potentially suspicious activity, providing warnings or blocking transactions before completion. Users can immediately freeze account activity through emergency
lock, with unlocking subject to biometric verification after a
cooling-off
period. USSD account and card lock enables users to secure their accounts or block cards from any mobile phone using USSD codes, even
without internet connectivity. Online subscription control allows users to manage and stop recurring charges, reducing exposure to unauthorized payments.
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We incorporate user education into our security strategy. The security center includes
security guides and interactive tests that educate users on common scam typologies and help them identify fraudulent scenarios. We believe this combination of embedded controls and user education supports safer financial behavior and reduces
social-engineering risk over time.
Data Platform and Analytics
Our unified data platform supports near real-time visibility across operations, finance, risk, and compliance. It serves as a single source of
truth for transaction monitoring, portfolio performance, interest accruals, and regulatory reporting across our payments, credit, and saving businesses. The platform also provides merchants with real-time settlement and reconciliation tools.
For our credit products, our data-driven credit models enable rapid decisioning and disbursement. For our self-operated loans in Nigeria, the
percentage of loans processed from application to disbursement within one minute increased significantly from 38% in first quarter of 2025 to 80% in second quarter of 2026, while the average time from application to disbursement decreased from
17 minutes in the first quarter of 2025 to 8 minutes in the second quarter of 2026.
Our data platform also supports
comprehensive regulatory reporting and compliance monitoring, including KYC and AML screening, transaction monitoring, and regulatory filings required by the CBN and other supervisory authorities across our markets.
Cloud Infrastructure
Our platform
operates on cloud infrastructure with redundancy and failover capabilities designed to maintain availability during infrastructure disruptions or traffic surges. We partner with leading cloud providers, including regional providers with data centers
across Africa, for our core transaction processing infrastructure. This enables
low-latency
performance and consistent service delivery across Nigeria and our other markets. Automated monitoring, load
balancing, and auto-scaling enable us to maintain service levels as transaction volumes scale. During peak periods in the first half of 2026, our infrastructure supported elevated transaction volumes with no service degradation.
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Open Integrations and Ecosystem Enablement
Our platform includes standardized SDKs, APIs, and partner access layers that enable the onboarding of new merchants, verticals, and service
partners. These integration capabilities reduce implementation time, support rapid
go-to-market
execution, and allow us to expand our ecosystem while maintaining control
over performance, risk, and user experience.
Business Continuity and Talent
Core systems are deployed with full redundancy and undergo regular disaster-recovery drills. Our engineering, AI, data, and security teams
operate under a unified model that emphasizes resilience, innovation, and talent retention through competitive compensation, equity, and continuous learning.
Our technology foundation directly drives higher payment success, faster merchant onboarding, greater scalability, and safer credit and
savings experiences.
CUSTOMER SERVICE
OPay’s customer service and support enhance the overall customer experience and drive long-term retention. By offering multiple
touchpoints such as phone hotlines, dedicated merchant support, and online contact forms, OPay ensures that users can quickly resolve issues and feel confident in the platform, with an average inbound first resolution rate exceeding 90%. Beyond
traditional support, OPay leverages technology to improve responsiveness and personalization, such as
AI-driven
chatbots providing instant answers, data analytics helping anticipate customer needs, and secure
digital tools ensuring smooth transactions.
INTELLECTUAL PROPERTY
Our trademarks, domain names, copyrights,
know-how,
proprietary technologies and similar intellectual
property are critical to our success, and we rely on trademark and trade secret law and confidentiality, invention assignment and
non-compete
agreements with our employees and others to protect our proprietary
rights.
As of the date of this prospectus, we have 40 trademarks, and we are also the registered holder of nine domain names in
Singapore.
Despite our efforts, unauthorized parties may still attempt to copy or infringe on our intellectual property and technology.
Monitoring and addressing such unauthorized behavior is challenging and costly, and there is no guarantee that the measures we have implemented will fully prevent the misappropriation. From time to time, we may need to initiate litigation to enforce
our intellectual property rights, which may cause us to incur significant costs and divert management resources. Conversely, third parties may file lawsuits against us, claiming infringement of their proprietary rights or seeking declarations of
their non-infringement pertaining to our intellectual property. If such claims are successful and we are unable to develop non-infringing alternatives or secure licenses for the disputed technology promptly, our business operations could be
materially and adversely affected. For details, see “Risk Factors — Risks Related to Doing Business in Jurisdictions Where We operate —It may be difficult and costly to protect our intellectual property rights, and we may not be
able to ensure their protection.”
COMPETITION
We operate in a competitive market across key regions such as Nigeria, Indonesia, Egypt, and Pakistan. In these diverse markets, we face
competition from a wide range of fintech service providers, including but not limited to traditional banks, digital banks, lending platforms, and other fintech apps that offer similar services, including payments, digital wallets, and credit
solutions.
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The digital financial services market in Nigeria is primarily composed of three types of
players: traditional banks, lending platforms and fintech companies. These groups exhibit significant differences in their business models, customer reach, and service capabilities.
Although
traditional banks
hold a prominent position in Nigeria’s financial sector, particularly in deposit-taking and corporate
banking services, they face multiple structural limitations:
•
High-Cost, Low-Reach Physical Model: Heavy reliance on physical branch networks results in high operational and
expansion costs, severely limiting geographic accessibility. This makes it economically challenging to effectively serve vast remote areas and low-income populations.
•
Focus on the Premium Market Segment: A longstanding business focus on high-net-worth individuals and
medium-to-large enterprises leads to significant under-service of the vast “long-tail” customer base, including micro-entrepreneurs and informal workers, perpetuating financial exclusion.
•
Outdated Tech Infrastructure and Poor User Experience: Core systems and digital channels are often built on
legacy technology, with slow update cycles. This results in mobile and online platforms that are unstable, slow, and lack robust functionality, failing to meet the convenience standards of modern digital financial services.
•
Weak Product and Service Innovation: Constrained by rigid organizational processes, a strict compliance culture,
and dependence on traditional profit models, they lack the agility and drive to adapt to market shifts and develop innovative financial products that meet the needs of digital natives.
The second category consists of
lending platforms
. Their business models exhibit notable limitations and latent risks, which are
evident in the following key areas:
•
Over-reliance on a Single Business Model: Their core model focuses intensely on providing short-term,
small-amount, unsecured loans, making revenue heavily dependent on interest and fees. This lack of diversification leaves profitability and risk resilience highly vulnerable to macroeconomic shifts, changes in borrower repayment capacity, and
regulatory adjustments.
•
High Funding Costs and Pricing Pressures: To cover the elevated funding costs, operational expenses, and high
expected default rates, their effective interest rates charged to borrowers are often extremely high. This frequently draws market criticism as “usurious”, sparking ethical debates and regulatory scrutiny.
•
Reputational and Social Risks from Aggressive Practices: To manage credit risk, some platforms employ aggressive
tactics in pre-loan data scraping and post-loan debt collection. These practices severely infringe on user privacy and dignity, damaging customer relationships and brand reputation. Consequently, they remain under close regulatory supervision,
facing substantial policy uncertainty.
•
Limited Customer Lifetime Value and Stickiness: Their products are typically designed for one-time or short-term
transactions, lacking a strategy to build comprehensive financial relationships. This results in low customer retention rates and limited long-term value.
The third category is represented by
fintech companies
like OPay. By obtaining key financial licenses such as Mobile Money Operator
(MMO) or Microfinance Bank (MFB), they operate with formal regulatory authorization across core domains including payments, deposits and credit. This provides a fundamental guarantee for the legality and long-term stability of their business,
establishing a high barrier to entry. Among these players, OPay’s core strengths include:
•
Leading Technological and Engineering Capabilities: OPay possesses a self-developed, high-performance, and
scalable technological architecture. Its system can stably process massive concurrent transactions, excelling in key metrics such as payment success rates, system response speed and stability. This provides a reliable and seamless foundational
experience for both users and merchants, serving as the technical cornerstone for its rapid business expansion.
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•
Agile Product and Business Model Innovation: OPay demonstrates strong market insight and rapid iteration
capabilities. Its business already spans multiple areas including lifestyle services and financial services, successfully embedding finance deeply into high-frequency daily scenarios. This continuous innovation enables it to constantly meet and even
create user demand, seizing market opportunities.
•
Powerful Two-Sided Network Effects: Payment and transfer activities between users naturally drive new user
acquisition through social networks, fuelling user base growth. To maintain competitiveness, merchants actively integrate and remain within the payment network with the largest user base. The continuously growing user base, in turn, attracts more
merchants, and the increasingly rich merchant scenarios further enhance the platform’s appeal and stickiness for users. This self-reinforcing, mutually beneficial loop connecting users, merchants, and scenarios collectively forms OPay’s
deep ecosystem moat.
•
Strong Synergy Among Different Financial Services: Using payment — the highest-frequency transactional
activity — as its core entry point and data source, OPay naturally extends into financial services like credit and savings. Payment data provides real-time, multi-dimensional insights for credit risk management, while credit products enhance
user stickiness and transaction frequency. Savings services contribute a stable capital cycle within the ecosystem. The closed-loop synergy among these business lines across customers, data, and capital flows significantly increases individual
customer lifetime value and the platform’s overall competitiveness.
The competition in this sector will continue
to intensify, especially as fintech services become more ingrained in consumers’ daily lives. See “Risk Factors — Risks Related to Our Business and Operations — We face intense and increasing competition in the fintech
industry, and if we do not compete effectively, our competitive position and business results could be negatively impacted.” Despite these competitive pressures, we believe that OPay’s integrated platform, coupled with our deep user
engagement, gives us a clear competitive edge. We have firmly established ourselves as a leading player in the fintech sector, and our broad suite of fintech services positions us as a highly attractive option for consumers. Our market scale, high
user retention, and ongoing innovation in product offerings provide us with significant advantages in navigating this competitive landscape.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)
We operate in emerging markets where financial services are deeply intertwined with daily life, economic opportunity and community trust. In
these markets, social impact is not separate from business performance. It is a prerequisite for sustainable growth. Financial inclusion, access and reliability determine whether individuals and small businesses can participate fully in the economy.
For this reason, ESG considerations are embedded in how we build and operate our platform. While we manage our environmental footprint
responsibly and maintain strong governance and risk controls, our most meaningful impact is social. By expanding access to digital financial services, supporting entrepreneurship and investing in education and digital skills, we aim to strengthen
the communities that underpin our long-term success.
Environmental Responsibility
Our business is primarily digital, and as a result our direct environmental footprint is significantly lower than that of traditional,
branch-based financial institutions. Even so, we take a deliberate approach to manage environmental impact as we scale.
Our digital-first
model reduces paper usage and physical infrastructure and lowers reliance on cash logistics, including transportation, storage and handling. Our technology platform operates on a modern, cloud-native architecture designed to optimize system
utilization and data-center efficiency while maintaining reliability and performance. We also expect our key technology and operational partners to maintain responsible environmental practices, which we consider part of our vendor oversight
processes where applicable.
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Social Responsibility
Financial Inclusion
Expanding
access to financial services is central to our mission and long-term strategy. We serve markets where large segments of the population remain underserved by traditional financial institutions, and we design our products to be accessible, affordable
and reliable for everyday use.
Our mobile-native platform supports payments, transfers, savings and Credit Services that function
effectively in
low-bandwidth
environments and are suitable for first-time digital finance users. For individuals, these tools help manage daily liquidity and household needs. For merchants and micro- and
small-businesses, our POS solutions, settlement tools, business dashboards and specific credit products help digitize operations, improve efficiency and access working capital.
Education and Community Investment
We believe long-term financial inclusion also depends on investment in education and digital skills. In 2024, we launched the OPay Scholarship
Plan, a
ten-year
initiative with a planned total investment of ₦1.2 billion. Under the program, we partner with selected secondary schools to support high-performing students from diverse
backgrounds. The program is designed to support 20 students per year across 20 schools, with each participating student receiving ₦300,000 per year. In the first year of the program, we distributed ₦126 million in
scholarships to more than 400 students across 20 schools. In 2026, we will continue to expand the program to additional schools and a larger number of students and launch a new Cybersecurity Lab initiative to train young people in digital security
skills.
Beyond education, our operations support direct and indirect jobs through our offline agent network and our merchant ecosystem.
Through onboarding and customer support, we also contribute to digital literacy by helping users transition from cash-based transactions to safer, digitally enabled financial behavior.
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Governance, Risk Management and Compliance
Strong governance and regulatory compliance are foundational to our business. We operate in regulated financial services markets and maintain a
compliance-driven culture designed to protect customers, regulators and shareholders.
We maintain robust customer
due-diligence
and KYC processes, automated transaction monitoring and suspicious-activity detection, and ongoing regulatory engagement aligned with local requirements. Protecting customer data is critical to
maintaining trust in our platform. We employ layered security controls, including biometric authentication, device and behavioral monitoring, encryption of data at rest and in transit, and
role-based
access
controls. Dedicated teams monitor system performance and security on a continuous basis.
Our board and its committees provide oversight
of audit, risk management, compliance and compensation matters. We maintain a comprehensive code of conduct covering anti-corruption, anti-bribery, conflicts of interest, insider trading and confidentiality, supported by regular employee training.
Employees and partners have access to confidential whistleblower channels that allow anonymous reporting of misconduct without fear of retaliation. We also expect our suppliers and partners to adhere to ethical and legal standards consistent with
our policies.
EMPLOYEES
As of
June 30, 2026, we had a total of 992 employees. The following table sets forth the breakdown of our employees as of June 30, 2026 by function:
Function
Number
Percentage
General and administrative
399
40.2
Technology and product development
341
34.4
Business operations and customer support
185
18.6
Sales and marketing
67
6.8
Total
992
100.0
As of the date of this prospectus, most of our employees were based in Nigeria. We believe that we maintain a
good working relationship with our employees, and we have not experienced any material labor disputes in the past. None of our employees are represented by labor unions with respect to his or her employment.
We focus on hiring, developing and retaining talent critical to operating a regulated financial platform at scale. We invest in training
across technology, cybersecurity, risk management, compliance and customer protection, and we use performance-based evaluation and incentive structures designed to align individual contributions with long-term company objectives.
We enter into individual employment contracts with our employees that address compensation, benefits and grounds for termination. These
agreements also include confidentiality and
non-competition
provisions applicable during employment. For information regarding employment agreements with our executive officers, see “Management —
Employment Agreements and Indemnification Agreements.”
FACILITIES
Our principal executive offices are located on leased premises comprising approximately 400 square meters in Singapore. In addition, we
had offices in Nigeria on leased properties occupying approximately 15,700 square meters as of the date of this prospectus. As of the same date, we also leased offices in Indonesia, Egypt and Pakistan occupying approximately 3,000 square
meters. We lease our premises from unrelated third parties under operating lease agreements. We believe that we will be able to obtain adequate facilities, principally through leasing, to accommodate our future expansion plans.
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As of June 30, 2026, we operated 42 service centers across our principal markets. These
service centers support various aspects of our operations, including customer service, merchant support, operational management and other local business functions, depending on the market. Our service center network complements our digital platform
by enhancing local market coverage, supporting customer acquisition and retention, and facilitating day-to-day operational execution. We currently do not have any offline physical branches.
INSURANCE
We provide social security
insurance including pension insurance, unemployment insurance, work-related injury insurance and medical insurance for our employees. We also provide additional commercial medical insurance coverage for our key management. We do not maintain
business interruption insurance, general third-party liability insurance, product liability insurance or
key-man
insurance. We consider our insurance coverage to be sufficient for our business operations and
in line with market practice.
LEGAL PROCEEDINGS
We are currently not a party to any material legal or administrative proceedings. We may from time to time be subject to various legal or
administrative claims and proceedings arising in the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources,
including our management’s time and attention.
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REGULATION
NIGERIA REGULATIONS
CAMA
The Companies and Allied Matters Act, No. 3 of 2020 (as amended) (“CAMA”) establishes the Corporate Affairs Commission (CAC),
the companies’ registry, which has regulatory oversight over every registered company in Nigeria. Any company through which business will be operated, carried on or executed in Nigeria must be duly incorporated under CAMA.
The provisions of CAMA apply to the Nigeria-domiciled subsidiaries, being duly incorporated companies under Nigerian law. Under CAMA, each
registered entity is required to adhere to regulations related to incorporation, corporate governance, financial reporting, and other relevant provisions. Also, each Nigeria-domiciled subsidiary is required to comply with CAMA’s provisions
specific to their operations.
Some CAMA requirements that the Nigeria-domiciled subsidiaries are required to comply with include:
Annual Returns:
Pursuant to Section 417 of the CAMA, a company is required to make and deliver to the CAC its annual returns
within 42 days after the annual general meeting of the company.
Meetings:
Companies are required to hold one general meeting
yearly (the annual general meeting) in addition to any other meetings that may be held in that year. Such annual general meeting shall be held within 15 months from the date of the last annual general meeting.
Periodic or Statutory Filings:
Companies are required to make other filings with the CAC including without limitation, changes in
shareholding, changes in directorship, and updates to constitutional documents.
Statutory Books:
Every private company is required
to maintain and keep certain statutory books, such as:
Minutes Books
Register of Debenture Holders
Register of Charges
Register
of Directors’ Shareholding
Register of Directors
Register of Directors’ Residential Addresses
Register of Members.
The NDPA
The Nigeria Data Protection Act, 2023 (“NDPA”) establishes a legal framework for the regulation and protection of personal data of
Nigerian data subjects. Based on the provisions of the NDPA, companies are required to implement technical and organizational measures appropriate to ensure personal data is protected from unauthorized access, disclosure, alteration, or destruction.
In addition, NDPA provides guidance and options in relation to the lawful basis for data processing, such as consent, contract performance, legal obligation, protection of vital interests, public interest and legitimate interest, which is a newly
introduced legal basis for processing data.
The General Application and Implementation Directive, 2025 (“GAID”), which
repealed the Nigerian Data Protection Regulations, 2019 and the Nigeria Data Protection Regulations Implementation Framework 2019 as the primary legislation on data protection in Nigeria, supplements the NDPA.
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The GAID offers guidance on the implementation of the provisions of the NDPA and introduces
new concepts, such as the use of emerging technologies (including artificial intelligence and blockchain) in the handling of personal data. Complying with the NDPA and GAID is essential for the Nigeria-domiciled subsidiaries, as well as any offshore
entity which carries out data processing in Nigeria or who processes the personal data of Nigerian data subjects.
Furthermore, the NDPA
requires data controllers of major importance to appoint a data protection officer who has expert knowledge of data protection law and practices. This officer is to be responsible for providing expert opinion and guidance on data protection matters,
and serves as a liaison with regulators.
The FEMM Act
The Foreign Exchange (Monitoring and Miscellaneous Provisions) Act, Chapter F34, Laws of the Federation of Nigeria, 2004 (as amended)
(“FEMM Act”) primarily regulates foreign exchange transactions and makes provisions for the monitoring of the inflow and outflow of foreign currency in Nigeria.
Under the FEMM Act, companies operating in Nigeria must comply with the rules and regulations governing the conversion, transfer, and
repatriation of foreign currencies. The FEMM Act applies to the activities of any bank and such other specialized bank licensed under the BOFIA (as defined below), and issued with a license to deal in foreign exchange, ensuring transparency and
stability in foreign currency transactions. Under the relevant guidelines governing microfinance banks and mobile money operators prescribed by the CBN, microfinance banks are precluded from engaging in foreign exchange transactions, whilst mobile
money operators are precluded from accepting foreign currency deposits.
Companies in Nigeria must obtain prescribed documentation from
the appropriate regulatory authorities for specific foreign exchange transactions, including the importing goods, repatriating profits, or making foreign investments. For foreign investments, the bank through which capital is imported issues an
electronic certificate of capital importation, evidencing the capital inflow into Nigeria and the same certificate of capital importation together with supporting documents required by the CBN (as defined below), is utilized to repatriate dividends
or proceeds from any subsequent divestment out of Nigeria. Accurate records of foreign exchange transactions must be kept by companies, to meet reporting requirements.
The FEMM Act imposes penalties, fines, or other legal consequences for
non-compliance
with its
provisions. Therefore, it is essential for companies operating in Nigeria to understand and comply with the provisions of the FEMM Act to avoid any regulatory issues and ensure smooth business operations, particularly in their dealings involving
foreign currencies.
The FRC Act
The
Financial Reporting Council of Nigeria Act, 2011 was amended by the Financial Reporting Council of Nigeria (Amendment) Act, 2023 (“FRC Act”). The FRC Act establishes the Financial Reporting Council of Nigeria (“FRCN”) which
is responsible for enforcing compliance with auditing, corporate governance and financial reporting standards in Nigeria. The FRCN from time to time, develops and publishes accounting and financial reporting standards to be complied with by public
interest entities, and is entitled to receive copies of annual reports and financial statements of public interest entities, and ensure compliance with the FRC Act.
Under the FRC Act, the definition of public interest entities which previously excluded private companies, is expanded to include
non-listed
entities that are regulated, private companies that are holding companies of public or regulated entities, licensees of government and all other entities with an annual turnover of ₦30,000,000,000
(Thirty Billion Naira) and above. There are penalties, fines, or other legal consequences for
non-compliance
with the provisions of the FRC Act by public interest entities, or professionals to which the FRC
Act applies.
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In 2019, the FRCN released the Nigerian Code of Corporate Governance, 2018
(“NCCG”) which describes principles for institutionalizing key corporate governance practices for Nigerian companies. The NCCG adopts an ‘apply and explain’ philosophy, and comprises of 6 (six) main principles which govern
aspects of corporate governance including board composition, sustainability, transparency and business conduct and ethics. Whilst compliance with the NCCG is recommended for private companies, the NCCG applies to all public companies, private
companies that are holding companies of public companies and other regulated entities, licensees operating in any field, concessioned and/or privatized companies, and regulated private companies.
The MLPPA
The Money Laundering
(Prohibition and Prevention Act, 2022 (“MLPPA”) imposes money-laundering prevention obligations on financial institutions and designated
non-financial
businesses and professions in Nigeria. The
MLLPA sets out amongst others, provisions on customer due diligence exercises, transaction monitoring, reporting of suspicious transactions, reporting obligations etc. The Nigeria-domiciled subsidiaries participating in the Nigerian banking and
financial services sectors are required to comply with the provisions of the MLLPA.
The TPPA
The Terrorism (Prevention and Prohibition) Act, 2022 (“TPPA”) imposes various obligations on financial and designated
non-financial
institutions in Nigeria. The TPPA describes a financial institution as a person or an entity that conducts certain activities, including acceptance of deposits and other repayable funds from the public
including private banking; the transfer of money or value; and issuing and managing means of payment, including credit and debit cards, travelers’ checks, money orders and bankers’ drafts, and electronic money. Financial institutions are
required to develop and implement programs and strategies for combating the financing of terrorism and reporting suspicious transactions. The TPPA also establishes the National Counter-Terrorism Center, which is the coordinating body for
counter-terrorism and terrorism financing in Nigeria.
The CBN
The CBN is the authority responsible for the regulation of the Nigerian banking sector, including banks and other financial institutions
operating in Nigeria. The CBN exercises its powers over the banking sector pursuant to its enabling law, the CBN Act, 2007. The CBN is empowered by the Banks and Other Financial Institutions Act to supervise banks, specialized banks and other
financial institutions (“OFIs”) such as:
1.
Commercial Banks;
2.
Development Finance Institutions (DFI’s);
3.
Discount Houses;
4.
Finance Companies;
5.
Financial Holding Company;
6.
Merchant Banks;
7.
Micro-finance Banks (MFBs);
8.
Non-Interest
Banks;
9.
Primary Mortgage Banks;
10.
Payment Service Banks;
11.
Mobile Money Operators (MMOs); and
12.
Payment Service Providers (PSPs).
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In addition to its micro-finance banking subsidiary, OPay Limited has subsidiaries operating
in the Nigerian payments service sector. These subsidiaries are regarded as OFIs thereby coming within the regulatory purview of the CBN.
OPay Limited’s regulated Nigeria-domiciled banking and financial services subsidiaries conduct activities under the following
legislation and regulations:
Regulated Subsidiaries
License/Authorization Category
Legislation
Regulator /SRO
OPay Microfinance Bank Limited
Microfinance Bank
BOFIA
CBN, NDIC
OPay Digital Services Limited
Mobile Money Operator
BOFIA
CBN, NDIC
Soti Payment Limited
Payment Solution Service Provider (“PSSP”)
Payment Terminal Services Provider (“PTSP”)
BOFIA
CBN
PSSPs and PTSPs fall within the Payment Solution Service (“PSS”) Category. The scope of OFIs
includes MMOs and entities within the PSS categories, and MFBs.
CBN Guidelines on Regulatory Capital Issued in September 2021 (the
“Regulatory Capital Guidelines”)
The CBN, as part of its efforts to enhance the resilience of deposit money banks and
the Nigerian banking system, developed a revised guideline on regulatory capital, which sets out the criteria that banks’ capital instruments must meet to be eligible for regulatory purposes as per the Basel III standards. The Regulatory
Capital Guidelines also set forth the supervisory requirements for banks operating in Nigeria in relation to minimum regulatory capital, adjustments to the components of regulatory capital, transitional arrangements, disclosure requirements and the
additional capital buffers above the minimum requirements.
Section 13 of BOFIA requires banks to maintain capital funds unimpaired by
losses in such ratios to their assets and/or liabilities as may be prescribed by the CBN. The CBN may vary the applicable capital adequacy ratio by institution or category of institution, require additional capital to address specific risks, and
impose consolidated capital adequacy requirements on banking groups. Non-compliance with the prescribed capital adequacy ratio may result in regulatory sanctions or supervisory restrictions, such as prohibition on advertising or accepting new
deposits, granting credits or finance and making investments, paying cash dividends to the shareholders, paying bonus to directors other than the approved emoluments and benefits. According to the Regulatory Capital Guidelines, a minimum Pillar 1
regulatory Capital Adequacy Ratio (“CAR”) of 15% will be applicable to all banks and banking groups with international authorization and Domestic Systemically Important Banks (“D-SIBs”), whilst a minimum CAR of 10% will be
applicable to all other banks, including microfinance banks as prescribed by the Revised Regulatory and Supervisory Guidelines for Microfinance Banks in Nigeria, 2012 (“2012 Guidelines”).
The Regulatory Capital Guidelines do not provide any sanction or penalty where a bank has not met the CAR requirement. However, under the 2012
Guidelines, where a bank fails to meet the applicable capital adequacy requirements, the CBN may take certain supervisory or regulatory actions against such banks until the required ratio is restored, including prohibiting such banks from:
i.
Granting credits and undertaking further investment;
ii.
Payment of dividend to shareholders;
iii.
Borrowing money from the investing public; and
iv.
Opening branches/cash centre(s).
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The 2012 Guidelines provide that additionally such bank shall be required to submit, within
a specified period, a recapitalization plan acceptable to the CBN and NDIC, and the failure to comply with the foregoing shall constitute grounds for the revocation of the operating license of the bank, or such other penalties as may be deemed
appropriate.
All banks are required to maintain a capital conservation buffer of 1%, and a countercyclical buffer ranging from 0% to 2.5%
of the total risk weighted average asset, where the CBN determines that there is a build-up of credit risk, which could lead to system-wide stress.
The CBN – Regulatory Circulars and Guidelines applicable to OPay Microfinance Bank Limited, OPay Digital Services Limited, and Soti Payment
Limited
As the primary regulator, the CBN has issued the following guidelines and circulars for the regulation of banks and OFIs
in Nigeria.
CBN’s Revised Guide on Bank Charges
In May 2017, the CBN introduced the Guide to Charges by Banks, Other Financial and
Non-Bank
Financial
Institutions in Nigeria, which provided a standard for the application of charges in the banking industry. On December 20, 2019, the CBN released a Revised Guide to Bank Charges, which became effective on January 1, 2020.
The Revised Guide to Bank Charges mandates that Nigerian savings accounts with microfinance banks must earn interest at a minimum rate of 30% of the MPR per annum; however, this interest rate would not apply if a customer makes more than four
withdrawals in a month. The Revised Guide to Bank Charges also sets out the applicable rates on mobile payment transactions by mobile money operators.
Additionally, the Revised Guide to Bank Charges of CBN requires banks and
non-bank
financial
institutions to lower the bank charges applicable to bank accounts, electronic transfers and automated teller machines. In February 2025, the CBN by a circular to all banks and other financial institutions, further reviewed the transaction fees of
automated teller machines, effective March 1, 2025. This review was in response to rising costs and the need to improve efficiency of automated teller machines in the banking industry.
Consumer Protection Framework for Banks and other Financial Institutions Regulated by the CBN, 2016 (the “CP Framework”)
Banks and other financial institutions in Nigeria are required to comply with the CP Framework, to ensure that consumers of financial services
are adequately protected and treated fairly. The CP Framework mandates financial institutions to ensure proper disclosure and transparency in financial products and services, and to implement effective legal, regulatory and supervisory structures to
protect consumers. Under the CP Framework, the consumer protection department (now redesignated as the consumer protection and financial inclusion department) of the CBN is responsible for developing and implementing mechanisms to ensure effective
supervision of Nigerian financial institutions in relation to consumer protection, through offsite supervision and onsite examination.
CBN Consumer
Protection Regulations 2019 (the “CP Regulations”)
The CP Regulations were issued by the CBN to improve overall compliance
with the CP Framework by banks, OFIs and
non-bank
financial institutions. It prescribes, among other things, the requirements on fair treatment of consumers; disclosure and transparency; responsible business
conduct; and complaints handling and redress in line with the principles enunciated in the CP Framework.
CBN Regulations on Money Laundering, Know
Your Customer (KYC), Blacklisting etc.
The CBN has published various documents affecting the anti-money laundering/KYC etc compliance
framework for Financial Institutions. Major publications include: (a) CBN (Anti-Money Laundering, Combating
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the Financing of Terrorism and Countering Proliferation Financing of Weapons of Mass Destruction in Financial Institutions) Regulations, 2022; (b) CBN Guidelines for Licensing of Banks and Other
Financial Institutions in Nigeria on Anti-Money Laundering, Combating the Financing of Terrorism and Countering Proliferation Financing of Weapons of Mass Destruction, 2022; (c) Guidance Note on Politically Exposed Persons (PEP), 2023; (d) Guidance
Note on Anti-Money Laundering and Combating the Financing of Terrorism (AML/CFT) Regulations for Other Financial Institutions, 2022; and (e) CBN Customer Due Diligence Regulations 2023.
Instructively, the CBN has further issued the Circular on Tier 1 Wallets and Accounts dated December 2023, through which it mandated all
tier-1
bank accounts and wallets for individuals to have Bank Verification Numbers (BVN) and/or National Identification Numbers (NIN) and mandated all tiers 2 and 3 accounts, and wallets for Individual accounts to
have BVN and NIN. The CBN also issued the Revised Guidelines for Blacklisting for Banks and OFIs in Nigeria, 2024 which sets out the framework for blacklisting customers.
CBN Regulations on Open Banking
The CBN
issued the Regulatory Framework on Open Banking, 2021 and the Operational Guidelines for Open Banking in Nigeria to define and regulate open banking operations in Nigeria. These guidelines specifically recognize OFIs and other licensed entities as
participants in the open-banking regime who can access to product information and service touchpoints; market insight transactions; personal information and financial transactions; and profile, analytics and scoring transactions.
Information Technology Standards Blueprint
Issued in 2021, the Nigerian Financial Services Industry Information Technology Standards Blueprint for PSPs and National Microfinance Banks
sets out minimum requirements for the Infrastructure Technology (IT) to be used and deployed by financial institutions. The blueprint prescribes the important capability areas which must be developed by PSPs and National Microfinance Banks which
are: strategic IT alignment, architecture and information management, solutions delivery, service management and operations, information technology security and IT innovation.
CBN’s Risk-Based Cybersecurity Framework and Guidelines for Deposit Money Banks and PSPs issued on October 10, 2018 (the Risk-Based
Framework)
The Risk-Based Framework sets forth the minimum requirements to be put in place by payment service providers in their
respective cybersecurity programs. The Risk-Based Framework also sets forth the responsibilities of the board of directors, senior management and chief information security officer of PSPs. This entails the development and enforcement of policies,
procedures and other forms of guidance that the PSPs and their stakeholders are required to follow.
Furthermore, in order to ensure the
effectiveness of a PSP’s cybersecurity governance, the Risk-Based Framework requires that the processes and controls of a PSP shall be reviewed at least annually.
The CBN’s Regulation of OPay Microfinance Bank Limited
The CBN’s Revised Regulatory and Supervisory Guidelines for Microfinance Banks in Nigeria, 2012 (the “Guidelines”)
In December 2012, the CBN issued the Guidelines, which seeks to address developments in Nigeria’s microfinance banking
sub-sector,
and promote innovative, rapid and balanced growth of the industry. The Guidelines sets out the permissible and prohibited activities of microfinance banks. Thus, the license of a microfinance bank that
undertakes any business other than those permitted under the Guidelines may be revoked by CBN.
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Ownership, licensing and capital requirements for microfinance banks are also prescribed
under the Guidelines. Microfinance banks are also required to insure their deposits with the NDIC, and ensure that the composition and qualification of their management and board comply with the Guidelines. The Guidelines also prescribe prudential
requirements which microfinance banks are required to comply with, including a requirement to maintain a minimum ratio of 20% of deposit liabilities in liquid assets, including investment in Nigerian treasury bills.
In 2009, OPay Microfinance Bank became fully operational upon the grant of a microfinance bank license Tier 1 Unit by CBN and is required to
comply with the Regulatory and Supervisory Guidelines for Microfinance Banks in Nigeria.
The CBN’s Microfinance Policy Framework for Nigeria
Revised on April 29, 2011 (the “Policy”)
In 2011, the CBN revised the microfinance policy framework which was first
introduced in 2005. The Policy aims to establish a framework for achieving the CBN’s objectives for the microfinance banking
sub-sector,
including the promotion of synergy and mainstreaming of the
informal microfinance
sub-sector
into the formal financial system, enhancement of service delivery to micro, small and medium enterprises and mobilization of savings for intermediation and rural
transformation. The Policy seeks to increase participation in microfinance activities, and access to financial services.
The CBN’s Circular on
the Review of Minimum Capital Requirement for Microfinance Banks in Nigeria dated March 7, 2019 and April 29, 2020
Further to the foregoing circulars, the CBN increased the minimum capital requirement of microfinance banks as follows: (a) Tier 2 MFBs -
₦50,000,000 (Fifty Million Naira); (b) Tier 1 MFBs - ₦200,000,000 (Two Hundred Million Naira); (c) State Microfinance Bank - ₦1,000,000,000 (One Billion Naira); and (d) National Microfinance Bank
-N5,000,000,000
(Five Billion Naira). The review of the minimum capital requirement was aimed at addressing challenges in the
sub-sector,
including inadequate capital
base, weak corporate governance, and ineffective risk management practices.
To meet the revised capital requirements before the deadline
of April 1, 2020, existing microfinance banks were expected to explore the possibility of mergers and acquisitions and/or direct injection of funds. In its circular to all microfinance banks dated April 29, 2020, considering the impact of
the
COVID-19
pandemic, the CBN, revised the deadline for compliance with the minimum capital requirements for all microfinance banks in Nigeria to April, 2022.
The CBN’s Regulation of OPay Digital Services Limited, and Soti Payment Limited
CBN’s Circular to all Mobile Money Operators, on the Review of Daily Mobile Money Wallet Transaction and Balance Limit and Bank Verification Numbers
(BVN) Requirement for Mobile Money Wallet Holders
On September 7, 2017 the CBN issued a circular to all mobile money operators
reviewing the daily transaction limit and balance limit on mobile money wallets, to afford users of mobile money services, more flexibility in the use of mobile money wallets. The CBN revised the daily cumulative transaction limit and cumulative
balance limit respectively, to ₦50,000 (Fifty Thousand Naira) and ₦300,000 (Three Hundred Thousand Naira) for KYC level 1, ₦200,000 (Two Hundred Thousand Naira) and ₦500,000 (Five Hundred Thousand Naira) for KYC level 2, and
₦5,000,000 (Five Million Naira) and unlimited, for KYC level 3. To further promote financial inclusion, the CBN also clarified that whilst BVN is mandatory for mobile money wallet holders on KYC level 3 and 2, it is not required as part of the
KYC documentation for mobile money wallet holders on tiered KYC level 1.
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CBN’s Circular to all Payment Service Providers, Banks and Other Financial Institutions on New
License Categorisation for Nigerian Payment Systems dated December 9, 2020 (the “NLC Circular”)
On
December 9, 2020, the CBN published the NLC Circular, which clarified the licenses that apply to the Nigerian Payments System. Pursuant to the NLC Circular, payments system licensing is streamlined to permissible activities in 4 (four)
broad categories: switching and processing, MMO, PSS and regulatory sandbox. Payments system companies in the PSS category may hold any or all of the following licenses: PSSP, PTSP and super-agent authorization.
The NLC Circular also provides that companies that possess a MMO license are required to maintain a minimum capital of ₦2,000,000,000
(Two Billion Naira), whilst companies that possess a PSSP license or PTSP license are required to maintain a minimum capital of ₦100,000,000 (One Hundred Million Naira).
CBN’s Guidelines on Mobile Money Services in Nigeria
The CBN issued these guidelines to ensure a structured and orderly development of mobile money services in Nigeria, with clear definition of
various participants and their expected roles and responsibilities; specify the minimum technical and business requirements for the various participants recognized for the mobile money services industry in Nigeria; and to promote safety and
effectiveness of mobile money services and thereby enhance user confidence. The guidelines also provide the business rules, know your customer and customer due diligence requirements, transaction security standards and sanctions for mobile money
operators. OPay Digital Services Limited is required to adhere to these guidelines.
CBN’s Regulatory Framework for Mobile Money Services in
Nigeria
This regulatory framework sets out the rules governing the operation of mobile payment services, and the basic functionalities
expected of any mobile payment service and solution provider in Nigeria. Issued in July 2021, the objectives of the framework include, amongst others, providing broad guidelines for the implementation of processes and flow of mobile payment
transactions, providing an enabling environment for the adoption of mobile payment services in reducing cash dominance in the Nigerian economy, ensuring a structured and orderly development of mobile payment services in Nigeria, and specifying the
minimum technical and business requirements for the various participants recognized for the mobile money services industry in Nigeria.
The framework groups participants in the mobile money system into 6 (six) categories namely: Regulators; Mobile Money Operators;
Infrastructure providers; Other Service Providers; Consumers; and Mobile Money Agents. Banks and corporate organizations are approved to perform the role of mobile money operators in Nigeria, and these banks or corporate organizations must be
licensed by the CBN to provide systems for the mobile money services.
The BOFIA
The Banks and Other Financial Institutions Act, 2020 (“BOFIA”) prohibits an entity from carrying on banking business, specialized
banking or business of OFIs in Nigeria, unless it is duly incorporated in Nigeria and holds an enabling license issued by the CBN. Under BOFIA, a specialized bank includes microfinance banks, and an OFI is any individual, body, association or group
of persons; whether corporate or unincorporate other than licensed banks, which carry on the business of payment service providers, amongst others.
The governor of the CBN has the authority to appoint one or more officers of the CBN to supervise banks and OFIs. These appointed officers
shall have the right to inspect the books of accounts and to require from OFIs certain information in connection with the exercise of the officer’s supervisory duties. BOFIA enables the CBN to issue regulations, guidelines and policies to
banks, specialized banks and other financial institutions.
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The liquidation of banks, other deposit-taking financial institutions and OFIs is
principally regulated by BOFIA and the Nigeria Deposit Insurance Corporation Act
.
Under Section 34 of BOFIA, certain intervention and rescue tools that can be used by the CBN in respect of failing banks that are likely to become unable
to meet their obligations, suspend their payments to any extent or are insolvent, are provided.
Section 37 of BOFIA enables the CBN
for the purpose of rescuing failing specialized banks and OFIs to make determination that any eligible instrument issued by the specialized bank or OFIs or to which the specialized bank or OFI is a party or is subject to:
1.
is canceled;
2.
modified, converted, or changed in form; or
3.
has effect as if a right of modification, conversion or change of its or their form had been exercised.
The CBN is required to make the above determination where the CBN is of the opinion that:
1.
the eligible instrument or instruments ought to be
bailed-in
to
facilitate the rescue of the specialized bank or OFI; or
2.
the available assets of the specialized bank or OFI do not or are unlikely to support the payment of its
liabilities as they become due and payable.
Where the CBN decides to convert an eligible instrument, the BOFIA requires
the governor of the CBN to issue a
bail-in
certificate, stating the details of the eligible instruments being modified or converted.
Regulation of Specialized Banks and Other Financial Institutions under BOFIA
The Nigerian Microfinance Banking
Sub-Sector
In 2005, CBN first launched a microfinance policy framework, however, before the emergence of MFBs under the microfinance policy, Nigerians
without access to financial institutions patronized informal sources of funds, such as
non-governmental
organization-microfinance institutions, moneylenders, friends, relatives, and credit unions. However, the
activities of these informal sources of funds were neither regulated nor supervised by CBN. Over time, the microfinance policy framework was revised to improve financial inclusion in Nigeria, and promote the institutional capacity of MFBs. The
Nigerian microfinance banking sector is subject to the banking laws and regulations pursuant to the BOFIA.
BOFIA is the principal
legislation that regulates banking activities in Nigeria. BOFIA sets out the regulatory and supervisory powers of the CBN over specialized banks in Nigeria, including the issuance and revocation of banking licenses, the opening and closing of bank
branches and the restructuring and reorganization of banks. Under BOFIA, no entity is permitted to carry on specialized banking business in Nigeria unless it is duly incorporated in Nigeria and holds an enabling license issued by the CBN.
Supervision and Regulation of the Banking Sector in Nigeria
The CBN serves as the primary regulator of the Nigerian banking sector, and is solely responsible for the formulation of monetary, credit and
exchange rate policies for financial institutions in Nigeria. Since January 1999, the CBN has had autonomy from its previous supervision by the Federal Ministry of Finance and now reports directly to the National Assembly. The CBN monitors
trends in the Nigerian banking sector and generates industry reports at macro level on monthly and quarterly bases, in addition to evaluating the development finance sector and monitoring other financial institutions. Certain activities such as the
change of auditors, the publication of audited financial statements, the opening and closing of branches, change in control and the appointment of directors and top management by banks are subject to the prior approval of the CBN.
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The CBN’s statutory mandate includes ensuring monetary and price stability, the
issuance of legal tender currency (Naira and Kobo), maintaining Nigeria’s external reserves to protect the international value of the legal tender currency, promoting a sound financial system in Nigeria and acting as banker, economic and
financial adviser to the Federal Government as well as banker and lender of last resort to commercial banks.
As the government agency
responsible for maintaining general surveillance over the Nigerian foreign exchange system pursuant to the FEMM Act, the CBN licenses authorized dealers under the FEMM Act. Pursuant to Section 1(2) of the FEMM Act, the CBN may also issue
regulations from time to time, concerning procedures for transactions in foreign exchange.
The CBN has the sole responsibility of
maintaining a sound financial system, and remains focused on preserving the value of the domestic currency and maintaining exchange rate stability. The CBN conducts regular stress tests to assess the soundness and stability of the financial system
through
top-down
solvency and liquidity stress testing to identify and analyze banking industry vulnerabilities and risks.
The CBN’s principal governing body is the Board of Directors which consists of the Governor of the CBN, who acts as the Chairman, 4
(four) Deputy Governors, the
Accountant-General
of the Federation, the Permanent Secretary of the Ministry of Finance and five other Directors. Each Deputy Governor overlooks one of the five directorates of
the CBN, namely Operations Directorate, Governors’ Directorate, Corporate Services Directorate, Financial System Stability Directorate (the “Financial System Stability Directorate”) and Economic Policy Directorate. There are 6
(six) departments under the remit of the Financial System Stability Directorate: (i) banking supervision, (ii) consumer protection and financial inclusion, (iii) financial policy and regulation department, (iv) other financial
institutions supervision, (v) payments system supervision, and (v) development and finance institutions supervision.
The
functions of each department of the Financial System Stability Directorate are as follows:
1.
Banking Supervision Department: The Financial System Stability Directorate oversees the supervision of banks,
to ensure the soundness, safety, and stability of the Nigerian banking system through effective policy development, regulatory enforcement, and robust
off-site
and
on-site
supervision. This department is responsible for reviewing banks
off-site,
examining banks
on-site;
primarily focusing on
their financial condition, internal control systems, the reliability of information provided in the statutory returns, risk management and compliance with corporate governance codes. The CBN performs
on-site
examination on the following bases: maiden, routine and special. Maiden
on-site
examinations usually occur within six months of a new bank starting operations, routine examinations are conducted on a regular
basis (usually to address specific areas of a bank’s operations), whilst special examinations are conducted as the need arises. The CBN also carries out
on-site
spot-checks
on banks for quick confirmations and or verifications of specific issues.
2.
Consumer Protection and Financial Inclusion Department (previously known as Consumer Protection Department:
This department is mandated to establish and manage redress mechanisms for resolving consumer complaints, conduct consumer compliance examination, and foster public trust in the financial system. This department is also responsible for the
development and implementation of an effective consumer protection framework that promotes consumer trust in Nigeria’s financial system.
3.
Financial Policy and Regulation Department: The functions of this department include the development and
implementation of policies and regulations aimed at ensuring financial system stability in addition to the licensing and approvals for banks and other financial institutions.
4.
Other Financial Institutions Supervision Department: The functions of this department include
off-site
surveillance as well as the
on-site
examination of microfinance institutions and primary mortgage banks in Nigeria.
5.
Payments System Supervision Department: This department is tasked with establishing, implementing and
coordinating risk standards across the Nigerian payments sector, ensuring the integrity of the
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payment system through the enforcement of relevant rules and guidelines. This department is supported by the Payments Initiative Coordinating Committee and members of the scheme boards. Such
support is important because the CBN is also the primary provider of
intra-day
balances and credit, and this helps to foster the smooth operation and timely completion of settlement processes. This department
is also mandated to promote sound practices that encourage strong internal controls, transparency and accountability in financial technology companies.
6.
Development and Finance Institutions Department: The functions of this department include oversight of the
operations of development finance institutions, finance companies and bureau de change, including the conduct of
off-site
surveillance and
on-site
examination.
Capital, Liquidity
The CBN sets the minimum
paid-up
share capital requirement for each category of banks licensed under
the BOFIA. In 2019, the CBN reviewed the minimum capital requirement for each category of microfinance banks in Nigeria, pursuant to the CBN Circular to All Microfinance Banks dated April 29, 2020. The deadline for compliance with the minimum
capital requirement was further extended in April 2020. In 2024, the capital requirements for commercial, merchant and
non-interest
banks were reviewed upward by the CBN pursuant to the CBN Circular to All
Commercial, Merchant, and
Non-Interest
Banks in Nigeria issued on March 28, 2024. Every MFB is required to maintain a minimum ratio of twenty percent (20%) of its deposit liabilities in liquid
assets, including the investment in treasury bills.
Resolution Framework
The liquidation of banks is principally governed by BOFIA and the NDIC Act. Section 34 of BOFIA provides certain intervention and rescue
tools that can be used by the CBN in respect of failing banks, which includes banks that are likely to become unable to meet their obligations, suspend their payments to any extent or are insolvent.
Where the CBN after an examination is satisfied that a bank is in a grave situation, it can, among others:
1.
prohibit the bank from extending any further credit facility for any period it deems fit;
2.
suspend any payment or delivery obligation under any contract in respect of which a bank is a party;
3.
transfer a part or whole of the banking business to third-party private purchasers; and
4.
acquire the shares of the failing bank up to a level that guarantees the CBN control of the bank.
The NDIC Act
Established in 1988 under the Nigeria Deposit Insurance Corporation Act Chapter N102 Laws of the Federation of Nigeria, 2004 (as amended)
(“NDIC Act”), the Nigeria Deposit Insurance Corporation (“NDIC”) insures all deposit liabilities of licensed banks and other deposit-taking financial institutions operating in Nigeria. The NDIC Act, which repealed the Nigeria
Deposit Insurance Corporation Decree of 1988, has since been replaced by the 2023 NDIC Act, which outlines the powers and functions of the NDIC. Under the 2023 NDIC Act, the NDIC guarantees deposit liabilities of financial institutions licensed or
authorized to accept deposits from the public in accordance with BOFIA. The 2023 NDIC Act requires all licensed banks and such other financial institutions in Nigeria licensed to engage in deposit-taking business to insure their deposit liabilities
with the NDIC, except for: (i) insider deposits (i.e., deposits of staff including directors of the insured institutions), (ii) counterclaims from a person who maintains both deposit and loan accounts, the former serving as a collateral for the
loan and (iii) inter-bank placements.
In addition, the NDIC, together with the CBN, supervises insured financial institutions to
mitigate risk of failure and manages the resolution process of failing insured financial institutions. The 2023 NDIC Act established the Deposit Insurance Fund for deposit money banks and mobile money operators.
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Regulation of Specialized Banks and Other Financial Institutions under the NDIC Act.
Pursuant to Sections 4 and 25 of the 2023 NDIC Act, the NDIC insures deposit and guarantee payments to depositors in case of imminent or
actual suspension of payments by insured banks or financial institutions.
In May 2024, the NDIC announced an upward review for various
categories of deposit-taking financial institutions licensed by the CBN with immediate effect. The maximum deposit insurance coverage for depositors of deposit money banks has increased from ₦500,000 to ₦5,000,000; microfinance banks
from ₦200,000 to ₦2,000,000; primary mortgage banks from ₦500,000 to ₦2,000,000; payment service banks from ₦500,000 to ₦2,000,000 and subscribers of mobile money operators from ₦500, 000 to ₦5,000,000
per subscriber, aligned with deposit money banks’ coverage level.
The AMCON Act
Signed into law in July, 2010, the Asset Management Corporation of Nigeria Act, 2010 (as amended) (“AMCON Act”) was enacted to
resolve the banking crisis with minimal impact on depositors, taxpayers, and other bank creditors. The Asset Management Corporation of Nigeria (“AMCON”) was established as a resolution vehicle to help deposit money banks in Nigeria
strengthen their capital and liquidity positions, thereby stabilizing the financial system.
The AMCON Act outlines AMCON’s
objectives, which include assisting eligible financial institutions in efficiently disposing of eligible bank assets in accordance with the provisions of the AMCON Act, managing and disposing of eligible bank assets acquired by AMCON, and obtaining
the best financial returns on acquired assets. Under the AMCON Act, an eligible financial institution means a bank duly licensed by the CBN to carry on the business of banking in Nigeria under the BOFIA and includes a bank or other financial
institution, whose banking license has been revoked by the CBN, pursuant to the BOFIA.
INDONESIA REGULATIONS
General Investment Requirements
Generally, investment activities are governed by the Law No. 25 of 2007 on Investments as amended by Law No. 6 of 2023 on Stipulation
of Governmental Regulation in Lieu of the Law No. 2 of 2022 on Job Creation into Law (together, the “Investment Law”), and further, the supervision and coordination of such investment activities currently fall under the authority of
the Ministry of Investment and Downstream Industry/Investment Coordinating Board (“BKPM”). The principal requirements for carrying out such investment activities in Indonesia are outlined below:
Indonesia Standard Industrial Classification and Indonesian Positive Investment List
For regulatory and supervisory purposes, the Indonesian Government has established the Standard Classification of Indonesian Business Fields
(“KBLI”)
based on Central Bureau of Statistics (
Badan Pusat
Statistik
– BPS) Regulation No. 2 of 2020 (“KBLI 2020”), which serves as the official classification of business activities. KBLI
correlates with a company’s minimum investment value, licensing requirements, as well as foreign shareholding limitations. Under the Investment Law and
Government Regulation No. 28 of 2025 on the Implementation of Risk-Based
Business Licensing (“GR 28/2025”), all business sectors are open to investment unless specifically restricted. Moreover, As per
Minister of Investment and Downstream Industry Regulation/Head of the Investment Coordinating Board
Regulation No. 5 of 2025 on Guidelines and Procedures for the Implementation of Risk-Based Business Licensing and Investment Facilities through the Electronically Integrated Business Licensing System (Online Single Submission) (“MOID Reg
5/2025”), an administrative branch office performs only administrative functions and must be registered through the OSS System. In financial sectors, licensing and investment must comply with sectoral laws. The Fintech Lending business (KBLI
64951) is regulated by the Financial Services Authority (“OJK”) under Financial Service Authority Regulation No. 40 of 2024 on Information Technology-Based Joint Funding Services (the “POJK 40/2024”), Financial
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Service Authority Circular Letter No. 19/SEOJK.06/2025 on the Implementation of Information Technology-Based Joint Funding Services (the “SEOJK 19/2025”), and related regulations.
Under POJK 40/2024, foreign ownership in Fintech Lending Operators cannot exceed 85% of issued and
paid-up
capital.
Investment Value, Capital Requirement, and Repatriation
The following are the provisions on the minimum investment value and capital requirement for a foreign-owned company (“PMA
Company”) pursuant to Article 26 of the MOID Reg 5/2025 Foreign-owned companies (PMA Companies) are categorized as large-scale businesses and must meet a minimum investment value exceeding IDR 10 billion (excluding land and buildings) per
5-digit
KBLI and project location. However, under Article 7 (1) of POJK 40/2024, Fintech Lending Operators are required by OJK to have at least IDR 25 billion, except those already licensed before
December 27, 2024, who are exempt from this rule (
vide
Art. 158.a of POJK 40/2024).
In addition to the foregoing, both domestic and foreign investors who conduct investments in the form of a limited liability company are
prohibited from entering into an agreement and/or statements whereby share ownership in such limited liability company is held on behalf of another party (
vide
Art. 33 (1) of the Investment Law. The Investment Law also regulates matters
regarding repatriation, in which an investor may transfer the assets they own to any party desired by the investor in accordance with the laws and regulations.
Public Offering Provisions Based on Indonesian Law
Provisions governing public offerings are primarily set out under the Law No. 8 of 1995 on the Capital Market, as lastly amended by Law
No. 4 of 2023 on the Development and Strengthening of the Financial Sector (“P2SK Law”). However, these provisions apply only to offerings conducted within Indonesia, not to those made outside the country.
Licensing Requirements
General
Licensing
Under GR 28/2025, business actors must process the required business licenses (“Business Licensing”)
through the system administered by the BKPM, namely the Online Single Submission system (the “OSS System”) (
vide
Art. 4 (4) of GR 28/2025). However, such Business Licensing can only be processed upon fulfillment of basic
requirements (“Basic Requirement”) by the business actor (
vide
Art. 4 (2) of GR 28/2025).
Basic Requirement
Pursuant to Article 12 (1) of GR 28/2025, the Basic Requirement consists of: (i) Conformity of Spatial Utilization Activities
(“KKPR”), (ii) Environmental Approval ( “PL”), and (iii) Building Approval (“PBG”) and Building Worthiness Certificate (“SLF”).
Business
Licensing
Once the business actor has fulfilled the Basic Requirement, the business actor will then be able to process the Business Licensing and/or
Business Licensing to Support Business Activities (“PBUMKU”).
i.
Business Licensing
.
The issuance of the Business Licensing is based on the risk criteria
assessed by the BKPM and, therefore, the required Business Licensing is grouped as follows (
vide
Art.
130-133
of GR 28/2025): (i)
Low-Risk
Business Activity: Only
requires a Business Identification Number (
Nomor Induk Berusaha –
“NIB”), (ii)
Medium-Low
Risk Business Activity: Requires an NIB and a Standard Certificate (a self-declaration by the
business actor confirming compliance with business standards), (iii) Medium-High Risk Business Activity: Requires an NIB and a Standard Certificate (issued by the relevant authority based on verification of compliance with business standards), and
(iv) High-Risk Business Activity: Requires an NIB and a License.
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ii.
PBUMKU
.
Pursuant to Article 135 (1) of GR 28/2025, PBUMKU applies at the operational or
commercial stage, determined by the relevant ministry or agency based on business risk. Applications are submitted through the OSS System. The required PBUMKU may differ across sectors, depending on each supervisory authority’s regulations.
For example, under Article 2 (1) of
Minister of Communication and Informatics No. 5 of 2020 on Electronic System Operator in the Private Sector (“MOCI Reg 5/2020”), every private Electronic System Operator (ESO) must
register through the OSS System (
vide
Art. 3 (2) of the MOCI Reg 5/2020). Accordingly, the electronic system operator’s proof of registration (
Tanda Daftar Penyelenggara Sistem Elektronik —
“ESO Certificate”)
obtained from such registration serves as the relevant PBUMKU for ESOs.
Additionally, pursuant to Articles 12 (1) and
355 of GR 28/2025,
non-compliance
with the abovementioned requirement to fulfill the Basic Requirements, Business Licensing (
Perizinan Berusaha
), and/or PBUMKU, shall subject business actors to
administrative sanctions ranging from warning letters to revocation of the Basic Requirements and/or Business Licensing. Particularly for Fintech Lending Activities, any individual, corporation, or business entity conducting such activities without
a Fintech Lending License is subject to a criminal fine ranging from IDR 1 billion to IDR 5 billion (
vide
Art. 298 (1) of P2SK Law).
Business-Specific Licensing
Business Licensing
of KUFI
Pursuant to the AOA, along with its amendment, as well as its NIB, KUFI only engages in Fintech Lending activities under KBLI
64951, with a
paid-up
capital of IDR 15 billion, classifying it as a large-scale business. Accordingly, the applicable Business Licensing under the risk classification consists of: (i) an NIB; and
(ii) a License. In addition, given that KUFI ’s main business activity is Fintech Lending, the relevant license required to be obtained by KUFI is a business license from the OJK (“Fintech Lending License”) (
vide
Art.
10 (1) of POJK 40/2024).
Registration as a Private Electronic System Operator for Fintech Lending Operators
Pursuant to Article 1 point 1 of POJK 40/2024, Fintech Lending is defined as the provision of financial services to connect funders
(“Funder”) with recipients of funds (“Fund Recipient”) in carrying out funding, either conventionally or based on sharia principles, directly through an electronic system utilizing the internet. In line with this, Article 11
(1) of POJK 40/2024 mandates that a Fintech Lending Operator register as an Electronic System Operator (ESO) within 30 (thirty) calendar days from the issuance of its Fintech Lending License by the OJK. Violation of the obligation to register the
electronic system of the Fintech Lending Operator shall be subject to administrative sanctions ranging from written warnings, suspension of part or all business activities, to an administrative fine. (
vide
Art. 13 (1) of POJK 40/2024).
Fintech Lending Business Activities and OJK Compliance
Under POJK 40/2024, every Fintech Lending Operator is required to comply with, among others
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1.
Fintech Lending Activities.
A Fintech Lending Operator may only conduct activities related to Fintech Lending, which include the provision, management, and operation of Fintech Lending (“Fintech Lending
Activities”). It may engage in certain other activities, namely (“Other Activities”): (i) distribution partner for government securities; (ii) cooperating in providing informative services; and/or (iii) other
OJK-approved
activities, provided that: (i) activities are included in its business plan; (ii) soundness level of at least composite rating 2 (two); (iii) equity level of at least IDR 12.5 billion;
and (iv) it is not under administrative sanctions restricting or suspending its business. Furthermore, Fintech Lending Activities may take the form of Productive Funding and/or Consumptive Funding.
POJK 40/2024:
Art. 130 (1);
Art. 130 (2); and
Art. 136
(1).
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2.
Controlling Shareholder(s).
Fintech Lending Operator is required to stipulate at least 1 (one) controlling shareholder (“Controlling Shareholder”), which may be a legal entity, individual, and/or business group
that meets one of the following criteria: (i) holds 25% or more of the total issued shares with voting rights in the Fintech Lending Operator; or (ii) holds less than 25% of the total issued shares with voting rights but can be proven to
exercise control, whether directly or indirectly, over the Fintech Lending Operator. If multiple shareholders meet the criteria of Controlling Shareholders, the Fintech Lending Operator must designate all of them as such. No party may serve as a
Controlling Shareholder in
>1
Fintech Lending Operator
.
POJK 40/2024:
Art. 4 (1) – (2);
Art. 4 (4); and
Art. 5 (1) – (2).
3.
Capital Requirement.
A Fintech Lending Operator must have a minimum issued and
paid-up
capital of IDR 25 billion, fully paid in cash and placed as a time deposit under the Fintech
Lending Operator’s name at a commercial or sharia bank in Indonesia. The capital cannot come from loans or any sources linked to money laundering, terrorism financing, or other financial crimes. This capital requirement does not apply to
Fintech Lending Operators already licensed before the regulation took effect. However, if a change of ownership results in an acquisition, the Fintech Lending Operator must increase its capital to IDR 25 billion, unless the acquisition occurs
due to inheritance.
POJK 40/2024:
Art. 7 (1) –
(2);
Art. 8 (1);
Art. 58 (5) – (6); and
Art. 222.
4.
Shareholder Requirement.
A Fintech Lending Operator can be owned by the Indonesian government, regional governments, Indonesian citizens or entities, and foreign citizens or entities. However, foreign legal entities must
partner with an Indonesian party, and foreign individuals can only own shares through capital market transactions. Foreign ownership is limited to a maximum of 85% of
paid-up
capital, unless the Fintech
Lending Operator was licensed before POJK 40/2024.
POJK 40/2024:
Art. 3 (1), (3)-
(6)
5.
a.
Fit and Proper Assessment
. Fintech Lending Operator must obtain
OJK’s prior approval for any Key Person, including the Controlling Shareholder, members of the BOD, members of the BOC, and members of the DPS (“Key Person”), before they assume their roles and responsibilities;
b.
Reassessment
.
In the event a Key Person is indicated to be involved in
and/or responsible for issues relating to integrity, financial soundness, financial reputation, and/or competence, OJK shall conduct a reassessment of the Key Person.
POJK 40/2024:
Art. 49 (1) – (3);
and
Art. 50 (1) – (2).
6.
Certification.
Fintech Lending Operators must ensure that their BOD, BOC, and senior officials hold competency certificates from an
OJK-registered
fintech certification body. Until such
a body exists, certification may be done through the Fintech Lending Association (
Asosiasi Fintech Pendanaan Bersama Indonesia —
AFPI).
POJK 40/2024:
Art. 51 (1) and (3);
and
Art. 223 (1).
7.
The BOD of the Fintech Lending Operator.
A Fintech Lending Operator must have at least 2 Directors, with at least
1
⁄
2
having 2 years of
managerial experience in credit, finance, or risk management. Directors cannot hold multiple positions in other companies, except as commissioners in up to 3 companies. If foreign ownership is < 25%, all Directors must be Indonesian citizens; if
25% or more, at least
1
⁄
2
must be Indonesian. All Directors must reside in Indonesia and foreign Directors must have valid work and stay permits.
POJK 40/2024:
Art.
196.
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8.
The BOC of the Fintech Lending Operator.
A Fintech Lending Operator must have at least one Commissioner and no more than the number of Directors. At least half of the Commissioners must have two years of managerial experience
in financial services. Commissioners may hold positions in up to three other companies, except when serving in both conventional and sharia Fintech Operators. If foreign ownership is 25% or more, at least half of the Commissioners must be Indonesian
citizens and domiciled in Indonesia. Foreign Commissioners living in Indonesia must have valid work and stay permits.
POJK 40/2024:
Art. 197.
9.
Manpower in the Field of Information Technology.
A Fintech Lending Operator is required to employ qualified personnel with the capability to develop, modify, and delete the system electronic used by the Fintech Lending
Operator. Such personnel must have: (i) At least 3 years of experience; and (ii) Expertise in the field of information technology.
POJK 40/2024:
Art. 52 (1) –
(2)
10.
The Use of Foreign Workers.
A Fintech Lending Operator must obtain OJK approval before hiring foreign workers and include the plan in its business plan. Foreign workers can only serve in IT expert or consultant roles, one
level below the BOD, for up to two years, extendable once. The Fintech Lending Operator must provide training programs for local employees, assign one Indonesian counterpart per foreign worker, and report the training implementation to OJK
annually.
POJK 40/2024:
Art. 53;
Art. 55; and
Art. 214.
11.
The Use of Outsourced Workers.
A Fintech Lending Operator may outsource certain tasks but cannot outsource funding feasibility assessments or IT operations such as user or database management. However, IT development may be
outsourced. The third party must be an Indonesian legal entity, registered with the relevant association, maintain the Fintech Lending Operator’s reputation, and comply with manpower laws.
POJK 40/2024:
Art. 56 (1), (3), (4),
(5), and (7).
12.
a.
Change of Ownership Resulting in an Acquisition
.
Any
ownership changes that result in a new controlling shareholder — either directly in the Fintech Lending Operator or in its parent company — requires OJK’s prior approval. After approval, the Fintech Lending Operator must hold a GMS
within 60 business days to approve the change, or the approval may be revoked.
b.
Change of Ownership
.
Ownership changes not involving a controlling
shareholder only need to be reported to OJK within 20 business days via the OJK system.
If a Change of Ownership Resulting in an Acquisition or Change of Ownership occurs due to an increase in issued and
paid-up
capital, it may only be made through cash contributions, conversion or transfer of retained earnings or loans, or bonus shares. In relation to the foregoing, OJK requires that any change of ownership
must be set out in the business plan.
POJK 40/2024:
Art. 58 (1) – (2),
(4), and (7);
Art. 59 (1);
Art. 61 (1) – (2);
Art. 63 (1); and
Art. 214.
13.
Certain Amendments of the AOA, Changes in BOD, BOC, and/or DPS.
A Fintech Lending Operator must report any amendment to its Articles of Association — such as changes to its business purpose, name, or head office —
to OJK within 15 business days of receiving approval or notification from the relevant authority. Similarly, any change in the composition of the BOD, BOC, or DPS must also be reported to OJK within 15 business days after it is recorded by the
authority
POJK 40/2024:
Art. 65 (1); and
Art. 67 (1).
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14.
Membership of an Association.
In carrying out its activities, any Fintech Lending Operator must be registered as a member of a Fintech Lending Operator association registered with OJK, namely AFPI (“Fintech Lending
Association”), within 6 (six) months from the issuance of its Fintech Lending License by OJK, and to comply with the code of ethics and code of conduct issued by the Fintech Lending Association.
POJK 40/2024:
Art. 80 (1) – (2);
and
Art. 84 (4).
15.
Obligation to Incorporate Fintech Lending Activities in the Articles of Association
.
Every Fintech Lending Operator must incorporate its Fintech Lending Activities into its Articles of
Association.
POJK 40/2024:
Art. 135.
16.
Eligible Funders and Fund Recipient
. Fintech Lending Operator can only channel Funding from and to, by adhering to the following:
a.  Funders
may originate from
within or outside Indonesia, consisting of:
i.   Professional Funders: (i) Indonesian citizens, at least 18 years old or have married and
earning gross income of more than IDR 500 million annually, with the maximum amount of Funding not exceeding 20% of their annual income per Fintech Lending Operator; (ii) Foreign citizens; (iii) Indonesian legal entities;
(iv) Foreign legal entities; (v) Indonesian business entities; (vi) Foreign business entities; and/or (vii) International institutions.
ii.  Non-professional
Funders: Indonesian citizens , at least 18
years old or have married and are earning gross income less than or equal to IDR 500 million annually, with the maximum amount of Funding not exceeding 10% of their annual income with any single Fintech Lending Operator.
(This provision shall only take effect no later than January 1,
2026 for Funders engaging in new Funding or Fund Recipients extending existing Funding.)
b.
Fund Recipients.
A Fintech Lending Operator is prohibited from providing Fundings other
than to Fund Recipients domiciled within Indonesia, which consist of: (i) Indonesian citizens, (ii) at least 18 years old or have married, (iii) have an average gross income of at least IDR 3 million and (iv) utilize their own
device in the Funding process (this provisions shall only take effect no later than January 1, 2026).
POJK 40/2024:
Art. 138 (1); and
Art.139 (1) – (2).
SEOJK 19/2025:
Point XI.2;
Point XI.4;
Point XI.6; and
Point XXI.1.
17.
a.
Maximum Funding Limit for Funding Recipients
. The maximum
amount of both Consumptive Funding and Productive Funding for each Fund Recipient is IDR 2 billion. This can increase to IDR 5 billion for productive funding if the Fintech Lending Operator’s
non-performing
funding ratio is below 5% over the past six months, and it is not under OJK sanctions.
b.
Maximum Funding Limit for Funders and Their Affiliates
.
Each Funder and its
affiliates may provide funding of up to 25% of the total outstanding funding position at the end of the month, except for
OJK-supervised
financial institutions, which may fund up to 75%.
POJK 40/2024:
Art. 137 (1), (2), (4)
– (7).
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18.
Maximum Economic Benefit of Funding for Fintech Lending Operators
Fintech Lending Operators must comply with limits on the maximum economic benefit they may charge in facilitating Funding, which includes all forms of return,
such as interest, margin, profit-sharing, administration or platform fees, commissions, or other similar charges, but excludes late payment penalties, stamp duty, electronic signature fees, and taxes. For Productive Funding, if the Funding value is
up to IDR 50 million, the maximum rate is 0.275% per day for tenors up to six months, and 0.1% per calendar day for tenors of more than six months. If the Funding value exceeds IDR 50 million, the maximum rate is 0.1% per calendar day,
regardless of the tenor. For Consumptive Funding, the maximum rate is 0.3% per calendar day for tenors up to six months and 0.2% per calendar day for tenors of more than six months. Overall, the total of all economic benefits and late payment
penalties must not exceed 100% of the total Funding value.
POJK 40/2024:
Art. 140 (1) - (2)
SEOJK 19/2025:
Point XIV.3;
Point XIV.4; and
Point XIV.5.
19.
Transparency in the Operation of Fintech Lending
a.   A Fintech Lending Operator must ensure that Funders and Fund Recipients understand all risks
prior to providing Funding. To ensure such understanding, the Fintech Lending Operator must require the Funder and Fund Recipient to fill in a statement of risk acknowledgment. However, this provision shall only take effect no later than
January 1, 2026 for: (i) User(s) engaging in new Funding; or (ii) User(s) extending existing Funding.
b.  In addition, Fintech Lending Operator must disclose the following information regarding: (i) the
amount of Funding; (ii) the term of Funding; (iii) payment schedule; (iv) overall costs, including the economic benefits of the Funding, prior to the User candidate deciding to apply for or provide Funding, whereby such information
constitutes an integral part of the product and/or service information summary.
POJK 40/2024:
Art. 142 (7) –
(10).
SEOJK 19/2025:
Point VI.7; and
Point XX.1.
20.
Fintech Lending Agreements.
Fintech Lending must be governed by two agreements: a Funder Agreement between the Fintech Lending Operator and the Funder, and a Fund Recipient Agreement between the Funder and the Fund
Recipient
. The Funder Agreement, executed electronically, must include: number and date, party identities, rights and obligations, funding amount, economic benefit, fees, term, penalties, personal data usage, collection methods, default
mitigation, dispute resolution, and procedures if the Fintech Lending Operator ceases operations. The Fund Recipient Agreement, also electronic, must include: number and date, party identities, rights and obligations, funding amount, economic
benefit, installment details, term, collateral (if any), costs, penalties, personal data usage, dispute resolution, and procedures if the Fintech Lending Operator ceases operations. The Fintech Lending Operator must allow both Funders and Fund
Recipients to download and receive a copy of their agreement and ensure that all Users have read and understood the Funding Agreements before signing.
POJK 40/2024:
Art. 143;
Art. 144 (1) - (3), and (6);
Art. 145 (1) - (3), and (6);
Art. 146; and
Art. 227 (1) - (2).
21.
Risk Mitigation by the Fintech Lending Operator.
A Fintech Lending Operator is required to implement risk mitigation measures consisting, at a minimum, of: (i) risk analysis of the Funding proposed by the Fund Recipient;
(ii) verification of the User’s identity and authenticity of documents; and (iii) collection of Funding disbursed optimally.
POJK 40/2024:
Art. 148 (1) -
(2).
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22.
Credit Scoring.
A Fintech Lending Operator must conduct credit scoring for every Funding disbursement and prepare credit scoring guidelines approved by its BOD. Fintech Lending Operators already licensed when POJK 40/2024
came into force must prepare and adopt such guidelines no later than June 27, 2025. The guidelines must be submitted to OJK at least once and within 10 business days after any amendment. Additionally, the Fintech Lending Operator must make the
guidelines available during OJK’s verification and/or validation process.
POJK 40/2024:
Art. 150 (1);
Art. 151 (1) - (2);
Art. 152 (4); and
Art. 229.
SEOJK 19/2025:
Point XIII.7.
23.
Escrow Account, Virtual Account, Fund Account, and Other Fund Transfer Media.
A Fintech Lending Operator must use two types of accounts for transactions: an Escrow Account, a bank account in the Fintech Lending
Operator’s name used only for receiving and sending funds between Users, and a Virtual Account, which links each User to the Escrow Account for specific transactions. All Funding transactions must go through these accounts or a payment
gateway, not the Fintech Lending Operator’s regular bank account. Funders send money via a Virtual Account or payment gateway into the Escrow Account before it reaches the Fund Recipient, while Fund Recipients repay through the same channels
back to the Escrow Account and then to the Funder. Even if a Funder has a designated fund account, funds must still go through the Virtual Account or payment gateway first.
POJK 40/2024:
Art. 1.33;
Art. 1.34; and
Art. 153 (1) - (2).
SEOJK 19/2025:
Point XI.6.c; and
Point XI.7.
24.
Electronic Signatures.
The following agreements must be executed using electronic signatures secured with an electronic certificate: (i) the Funder Agreement and Fund Recipient Agreement; and (ii) any other
agreements that, under prevailing laws and regulations, are required to use such certified electronic signatures.
POJK 40/2024:
Art. 154
(1).
25.
Cooperation between Fintech Lending Operators and Third Parties.
A Fintech Lending Operator may cooperate with financial or
non-financial
institutions, such as data providers or
partners, as long as the partner is registered, licensed, or recognized by OJK or another authority, the cooperation is formalized in a written agreement, included in the business plan, and conducted with an Indonesian legal entity. Cooperation
involving information services, risk mitigation, or outsourcing must be reported to OJK within five business days. If informative services are integrated into the Fintech Lending Operator’s electronic system, they may only involve financial
institutions supervised by OJK. Data-sharing cooperation is allowed to improve lending quality, but it must be documented in a confidentiality agreement specifying the parties, data types, permitted uses, rights and obligations, liabilities, and
data retention. All such cooperation must be reported to OJK and comply with personal data protection laws.
POJK 40/2024:
Art. 156 (1), (3) - (4);
and
Art. 157 (1), (2), (4) - (6).
26.
Prohibition for Fintech Lending Operator.
A Fintech Lending Operator is prohibited from engaging in activities outside their regulated scope, including acting as Funders or Fund Recipients, representing Funders in providing
funding, or enabling members of their management, employees, shareholders, or affiliates to act as Funders or Fund Recipients. They are also restricted from providing guarantees, issuing debt securities, obtaining loans, offering investment
recommendations, publishing false or misleading information, or directly contacting users without consent. Additionally, they may not charge fees for complaint handling, induce other financial institutions to breach regulations, raise public funds
in forms similar to deposits, engage third parties to manage Funder funds, or conduct funding practices deemed unsound.
POJK 40/2024:
Art.
158.
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27.
Equity Participation by Fintech Lending Operators.
A Fintech Lending Operator may not make direct investments, except in: (i) financial services companies in Indonesia; and/or (ii) companies related to Fintech
Lending activities. If such direct investments are made, the total amount must not exceed 20% of the Fintech Lending Operator’s Equity Level. Investments in entities within the same group must not exceed 10% of the Fintech Lending
Operator’s Equity Level. The foregoing limit provisions do not apply to investments in sharia-based Fintech Lending Operators. Lastly, the implementation of the direct investment provisions will take effect no later than December 27,
2025
.
POJK 40/2024:
Art. 155 (1) - (3), and
(5); and
Art. 230.
28.
Electronic System, Data and Information Management, and Emergency Contact
a.  Electronic System.
A
Fintech Lending Operator must use an electronic system to conduct its Fintech Lending Activities. The system must be owned, controlled, and managed by the Fintech Lending Operator, and registered under applicable laws,
i.e.
, ESO Certificate.
The Fintech Lending Operator may only have one electronic system per device type and one website address for its operations. Such electronic system must at least include: (i) the Fintech Lending Operator’s name; (ii) Logo; (iii) Name
of the electronic system; (iv) Profiles of all BOD, BOC, DPS, and shareholders; (v) Funding performance; (vi) Information that the Fintech Lending Operator is licensed and supervised by OJK; and (vii) A warning regarding the
risks of Fintech Lending Activities.
b.  Data and Information Management
. A Fintech Lending Operator must: (a) protect the
confidentiality, integrity, and availability of personal, transaction, and financial data from collection to deletion; (b) ensure authentication, verification, and validation to prevent repudiation; (c) obtain the data owner’s
consent before collecting, using, or disclosing data (unless otherwise required by law); and (d) Notify data owners in writing if a data breach occurs. The Fintech Lending Operator may only access a User’s camera, location, and
microphone.
c.   Emergency Contact.
The use of emergency contact is only intended to confirm the
whereabouts of the Fund Recipient and must not be used for collecting Funding from the owner of the emergency contact data. A Fintech Lending Operator must (i) confirm and obtain consent from the owner of the emergency contact data for the use
of such emergency contact; and (ii) document such confirmation and consent.
POJK 40/2024:
Art. 160 (1) - (3)
Art. 142 (1) - (2), and (5) - (6);
Art. 161 (1);
SEOJK 19/2025:
Point VII.1;
Point VIII.1;
Point VIII.2; and
Point VIII.3.
29.
Personal Data
a.   A Fintech Lending Operator must obtain consent from personal data owners before collecting or
using their data. Data owners have the right to access and obtain copies of their personal data.
b.  Data owners may also request corrections, additions, or deletions of their personal data through a
written request.
c.   The
Fintech Lending Operator must retain personal data for at least 5 (five) years after the business relationship ends.
d.  Unless otherwise required by law, data owners may request deletion of their data. Fintech Lending
Operators must provide a deletion mechanism, including communication channels, user-accessible deletion features, and records of deletion requests.
POJK 40/2024:
Art. 164 (1), and (4) -
(5); and
Art. 165 (1) - (5).
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e.   Personal
data may be deleted if: (i) collected or processed without consent or unlawfully; (ii) no longer aligns with the original purposes; (iii) its use exceeds the agreed period; (iv) its display causes harm to the owner; or
(v) the business relationship has ended and is not otherwise governed by an agreement.
30.
Audit Trail.
A Fintech Lending Operator must maintain an audit trail of all activities in its electronic system and ensure its Information Technology infrastructure supports this function. The audit trail is used for
supervision, law enforcement, dispute resolution, verification, testing, and other relevant purposes.
POJK 40/2024:
Art. 162 (1) -
(3).
31.
Security System.
A Fintech Lending Operator must secure its electronic system to prevent disruptions, failures, and losses. The security system must include (i) procedures, (ii) prevention mechanisms, and
(iii) countermeasures against threats and attacks that may cause such disruptions. Additionally, the Fintech Lending Operator must obtain an information security management system certificate with a comprehensive scope within 6 (six) months
after obtaining its Fintech Lending License from OJK.
POJK 40/2024:
Art. 163 (1) - (2), and
(4) - (5).
32.
Soundness Level.
A Fintech Lending Operator must maintain a soundness level rating of at least composite rank 3 based on the following factors: (i) capital; (ii) funding; (iii) profitability; (iv) liquidity; and
(v) management.
POJK 40/2024:
Art. 167 (1) -
(2).
33.
Consumer and Public Protection.
A Fintech Lending Operator is required to implement the principle of consumer and public protection in carrying out its business activities.
POJK 40/2024:
Art. 179
(1).
34.
Anti-Money Laundering, Prevention of Terrorism Financing, and Prevention of Financing of Proliferation of Weapons of Mass Destruction.
Fintech Lending Operators are required to implement effective Anti-Money Laundering
(“AML”), Counter-Terrorism Financing (“CTF”), and Prevention of Financing the Proliferation of Weapons of Mass Destruction (“CPF”) programs.
POJK 40/2024:
Art. 180 (1) -
(2).
35.
Antifraud Strategy.
A Fintech Lending Operator is required to formulate and implement an effective antifraud strategy.
POJK 40/2024:
Art. 181
(2).
36.
Reporting by a Fintech Lending Operator
a.   A Fintech Lending Operator may open branch offices (without operating new electronic systems).
It must report openings to OJK within 10 business days and notify OJK 15 business days before any closure. Both must be included in the business plan.
b.  Changes to the company or system name must be included in the annual business plan, and the BOD must
report the realization of such change to OJK.
c.   If the head office or branch office address changes, OJK must be notified within 15 business
days, and the change must first be included in the business plan.
d.  Any change to the business model or device operating system must be included in the business plan and
reported to OJK within 15 business days after implementation, along with supporting documents.
e.   The Fintech Lending Operator must submit daily funding transaction data to OJK, covering user
information, transaction details, and funding quality.
POJK 40/2024:
Art. 182 (1) - (3);
Art. 183 (1) - (2);
Art. 184 (1) - (3);
Art. 185 (1) - (2);
Art. 186 (1) - (3);
Art. 187 (1), (2), and (5);
Art. 188 (1)- (2);
Art. 189 (3) - (5), and (9) - (10);
Art. 192 (1);
Art. 192 (6);
Art. 193 (1);
Art. 194 (1), (2), and (4);
Art. 195; and
Art. 214 (1).
SEOJK 19/2025:
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f.   A
Fintech Lending Operator must submit both periodic and incidental reports to OJK, which consist of: (i) Monthly Report: Submitted within 10 calendar days after the reporting period, covering financial, operational, and performance data,
(ii) Annual Financial Statements: Audited by an
OJK-registered
accountant, submitted by April 30, and published within a month thereafter, (iii) Incidental Reports: Reports on matters such as
fraud or internal audits, to be submitted within 6 business days of the incident.
g.  Fintech Lending Operators must implement GCG principles across all operations, supported by written
policies and procedures. An annual GCG implementation report must be submitted to OJK by April 30, detailing practices and corrective action plans.
Point III.4.
37.
General Meeting of Funders
. A Fintech Lending Operator must establish guidelines for the convening of the general meeting of Funders, which shall include: (i) procedures for implementation; (ii) mechanism; and
(iii) guidelines for the general meeting of Funders. In addition, the Fintech Lending Operator must carry out the general meeting of Funders in accordance with such guidelines.
POJK 40/2024:
Art. 199 (1), (2), and
(4).
38.
Internal Audit
. A Fintech Lending Operator must conduct an internal audit at least once every year and establish an internal audit unit staffed by at least one person with relevant auditing expertise or background. This
internal audit unit must report directly to the BOD and/or BOC.
POJK 40/2024:
Art. 200 (1) -
(3).
39.
Implementation of Risk Management
. A Fintech Lending Operator must implement effective risk management, which includes: (a) active supervision by the BOD, BOC, and DPS; (b) adequate risk management policies,
procedures, and limits; (c) sufficient processes for identifying, measuring, controlling, and monitoring risks, supported by a proper information system; and (d) a comprehensive internal control system. In doing so, the Fintech Lending
Operator must also establish written risk management implementation guidelines.
POJK 40/2024:
Art. 202 (1) - (2), and
(4).
40.
Beneficiary Owner
. A Fintech Lending Operator must identify its beneficial owner and report any determination or change thereof to OJK no later than 10 (ten) business days after such determination or change. In addition, OJK
may itself designate a party as the beneficial owner if that party meets the applicable criteria.
POJK 40/2024:
Art. 215 (1), (3) -
(4).
41.
Business Plan
. A Fintech Lending Operator must include several matters in its business plan, among others, plans to: (i) conduct Other Activities; (ii) employ foreign workers; (iii) make a Change of Ownership;
(iv) cooperate with financial or
non-financial
institutions; (v) close a branch office; (vi) change its name or electronic system name; (vii) change the address of its head or branch
office; and/or (viii) change its business model or device operating system. All
non-bank
financial service institutions, including Fintech Lending Operators, are required to prepare and submit an annual
business plan to OJK by November 30, before the plan year. The business plan must at least include an executive summary, evaluation of the previous plan, vision, mission, business strategy, management, and operational plans (covering business
activities, capital, office networks, HR, and IT), projected financial statements and assumptions, key ratios, and other relevant information.
POJK 40/2024:
Art. 131 (1);
Art. 53 (2);
Art. 58 (7);
Art. 156 (1);
Art. 183 (2);
Art. 184 (2); and
Art. 186 (2).
POJK 24/2019:
Art. 8 (1) - (2)
SEOJK 21/2020:
Point II.1; and
Point II.2.
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Under POJK 40/2024,
non-compliance
with the
above-mentioned compliance provisions shall subject the Fintech Lending Operator to administrative sanctions ranging from warning letters, suspension of part or all business activities, restriction of certain business activities, downgrade of risk
rating result, revocation of approval, prohibition from serving as Controlling Shareholder, member of the BOD, BOC, and/or Administrative fine.
Mandatory Investment Report (“LKPM”)
In relation to the investment activities that are being conducted in Indonesia, Article 5 point c of the MOID Reg 5/2025 stipulates that, among
others, every business actor is obliged to submit LKPM. However, the submission of such LKPM for Large-scale business is required to submit LKPM to the BKPM every 3 (three) months (
vide
Art. 286 of the MOID Reg 5/2025). Furthermore, Article
285 of MOID Reg 5/2025 requires businesses to submit such LKPM for each business activity and location carried out by the company, regardless of primary or supporting business activities. Pursuant to Article 364 (3) in conjunction with Article 5
point c of MOID Reg 5/2025, failure to comply or fulfill the obligations to submit LKPM to the MOI/BKPM shall subject such company to administrative sanction.
Employment Licenses, Work Safety And Health Requirements, And Employee Social And Health Insurance
General Employment Regulations
Pursuant to Article 56 (10) of Law No. 13 of 2003 on Manpower as partially amended by Law No. 6 of 2023 on Stipulation of
Governmental Regulation in Lieu of the Law No. 2 of 2022 on Job Creation into Law (the “Manpower Law”) an employment agreement is categorized into:
a.
Definite-term Employment Agreement (“PKWT”)
.
Pursuant to Articles 57 – 59 of
the Manpower Law, a PKWT must be made in writing, and it cannot stipulate a probationary period. Further, PKWT cannot be made for work that is permanent in nature and may only be established for specific types of work that, based on their nature,
type, or activities, are expected to be completed within a certain period. In addition, pursuant to Article 8 (1) of Government Regulation No. 35 of 2021 on Definite-term Employment Agreement, Outsourcing, Working Hours and Rest Periods, and
Termination of Employment (“GR 35/2021”), PKWT can only be made for a maximum period of 5 (five) years and PKWT must be registered by the employer with the MOM (
vide
Art. 14 (1) of GR 35/2021).
b.
Indefinite-term Employment Agreement (“PKWTT”)
.
Pursuant to Articles 60 and 63 of the
Manpower Law, a PKWTT may include a probationary period of up to 3 (three) months. During this probationary period, employers are prohibited from paying wages below the applicable minimum wage. If a PKWTT is made verbally, the employer must issue an
appointment letter to the respective employee.
Other than PKWT and PKWTT, Article 64 of the Manpower Law allows a
company to delegate part of its work to another company through a written outsourcing agreement. Based on the outsourcing agreement, the employee is technically employed by the service provider, but works at the company as an outsourced worker. A
contract for outsourcing work must also be made in writing and include a transfer of employment protection rights.
Minimum Wage
Regulations
In Indonesia, minimum wage regulations are determined at the provincial or district level rather
than being standardized nationwide. Pursuant to Article 88 point C of the Manpower Law, the Governor is required to set the provincial minimum wage and may set the district/city minimum wage. Employers (the Company) are prohibited from paying wages
lower than the minimum wage. Failure to comply with this provision is subject to criminal charges under Article 185 of the Manpower Law, which include imprisonment for a minimum of 1 (one) year and a maximum of 4 (four) years and/or a fine of at
least IDR 100 million and at most IDR 400 million.
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Employment Licenses
Pursuant to Article 42 of the Manpower Law in conjunction with Article 6 of Government Regulation No. 34 of 2021 on Recruitment of Foreign
Workers (“GR 34/2021”), employers intending to hire foreign workers must obtain a Foreign Workers Recruitment Plan (RPTKA) validated by the Ministry of Manpower (MOM). After securing the RPTKA, employers are also required under Article
27 of GR 34/2021 to obtain a Limited Stay Permit (ITAS) for their foreign employees. Furthermore, as stipulated under Article 32 of GR 34/2021, employers must submit annual reports to the MOM covering (i) utilization of foreign workers,
(ii) training for counterpart workers, and (iii) transfer of technology and skills. Failure to comply may result in administrative sanctions under Article 36 of GR 34/2021. Additionally, under Law No. 7 of 1981 on Mandatory Manpower
Reporting, all companies in Indonesia must submit an annual manpower report (WLKP) to the relevant authority.
Non-compliance
may result in fines of up to IDR 1 million or detention of up to three months
for repeated violations, pursuant to Article 10 of the Manpower Report Law. Meanwhile, companies employing at least 10 employees are required to establish and ratify company regulations, which remain valid for two years following MOM approval
(
vide
Art. 111 of the Manpower Law). Violation of these obligations may lead to criminal sanctions in the form of fines ranging from IDR 5 million to IDR 50 million, as provided under Article 188 of the same law. Lastly, pursuant to
Article 87 of the Manpower Law in conjunction with GR 50/2012, companies with at least 100 employees or whose operations pose occupational risks are required to implement an Occupational Health and Safety Management System (SMK3). Failure to do so
constitutes a breach subject to administrative sanctions as set out in Article 190 of the Manpower Law.
Employee Social and Health
Insurance
Pursuant to Articles 14 and 15 of the Law No. 24 of 2011 on the Agency of Employee Social
Security (Badan Penyelenggaran Jaminan Sosial – “BPJS”), as lastly amended by Law No. 6 of 2023 on Stipulation of Governmental Regulation in Lieu of the Law No. 2 of 2022 on Job Creation into Law (the “BPJS
Law”), any Indonesian company as an employer is obliged to register itself and its workers (who work for a minimum of 6 (six) months in Indonesian territory) for BPJS.
In addition, the BPJS itself is classified into (
vide
Arts. 5
and 6 of the BPJS Law): (i) Employment BPJS covers programs such as: (a) work accident security; (b) old age security; (c) pension security; (d) casualty security; and (e) loss of job security, and (ii) Health BPJS,
which conducts health security for the workers. The
non-compliance
with this obligation shall be subject to administrative sanctions. The Government has now issued GR 37/2021, which sets out further provisions
on the organization of the unemployment insurance program (“JKP”), a program that guarantees workers who have been laid off to obtain certain benefits. Pursuant to Article 2 of GR 37/2021, employers are required to register their workers
as members of the JKP program. Further, based on Article 37 of GR 37/2021, all employers (with the exception of micro-scale employers) that fail to register their workers under the JKP program will result in their having to provide the following
benefits to workers if they are terminated: (i) Cash payments, in accordance with the provisions elaborated upon in the table below; and (ii) Work training.
AML/OFAC Compliance
AML Compliance
Under Articles 2 – 5 of Law No. 8 of 2010 on the Prevention and Eradication of Money Laundering Crime
(“AML Law”), money laundering involves handling assets derived directly or indirectly from criminal activities (“Proceeds of Criminal Acts”), including corruption, bribery, narcotics, terrorism, fraud, prostitution, or any
other offense punishable by at least four years of imprisonment, whether committed inside or outside Indonesia. A crime is categorized as money laundering when it involves (i) placing or transferring assets suspected to originate from criminal
acts to conceal their origin, (ii) disguising the source, ownership, or transfer of such assets, or (iii) receiving, controlling, or using assets suspected to be criminal proceeds. Since the source of funds is crucial in determining
potential money laundering, the Indonesian Financial Transaction Reports and Analysis Center (PPATK) serves as the competent authority for monitoring and enforcement. Pursuant to Article 23 (1) of
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the AML Law, financial service providers, including Fintech Lending Operators, are obligated to report to PPATK any (i) suspicious financial transactions, (ii) cash transactions of IDR
500 million or more (or foreign currency equivalent) in a single or aggregated day, and (iii) cross-border fund transfers.
Anti-Bribery
Compliance
Law No. 31 of 1999 on Eradication of Corruption, as lastly amended by Law No. 19 of 2019 on the
Second Amendment to Law No. 31 of 1999 on Eradication of Corruption (together, the “Corruption Law”) categorizes corruption into seven forms, including bribery. Pursuant to the Corruption Law, the bribery offenses are specified as
follows: (i) Bribing state officials to act against their duties and a judge or legal representative to influence the case results in, (ii) Officials receiving undue gifts due to their position, (iii) Gratifications linked to official
duties are deemed bribes, (iv) Offering gifts or promises to state officials to leverage their authority. The law primarily targets corruption involving state officials and finances. Under Article 20 (1) of the Corruption Law, corporate
management may also be held accountable for corruption committed by their company. A company is required to abide by the good corporate governance principle (
prinsip tata kelola perseroan yang baik
).
CTF Compliance
Under Law No. 9 of 2013 on the Prevention and Eradication of Terrorism Financing Crime (the “CTF Law”), terrorism financing
(TF) involves intentionally providing, collecting, or lending funds — directly or indirectly — for use in terrorist acts, organizations, or by terrorists, as well as conspiring, assisting, or organizing others to do so. Corporations may
also be held liable if TF crimes are conducted or ordered by their controlling personnel, serve corporate purposes, or benefit the corporation, with penalties of up to IDR 100 billion and possible additional sanctions. Furthermore, only
financial service providers (including Fintech Lending Operators) are legally required to report Suspicious Financial Transactions Related to Terrorism Financing to PPATK, which include transactions intended or known to fund terrorism or involving
individuals or entities listed as suspected terrorists or terrorist organizations.
Personal Data Protection Law Compliance
Definition, Type, and Parties of Personal Data
Pursuant to Article 1 of Law No. 27 of 2022 on Personal Data Protection (“PDP Law”), Personal Data is any information about an
individual that can identify them, directly or indirectly. It can be specific (e.g., health, biometric, genetic, financial data) or generic (e.g., name, gender, citizenship). The main parties are: the Data Subject (the individual), the Data
Controller (who decides how data is used), and the Data Processor (who processes data on behalf of the Controller). Each can be an individual or a company.
Data Subject Rights,
under Articles 5–13 of the PDP Law, Data
Subjects can control their Personal Data. They can access, correct, delete, or request destruction of data, withdraw consent, object to automated decisions, limit processing, claim compensation for violations, and securely transfer their data
between Controllers.
Data Controller Obligations,
under Articles 20–56 of the PDP Law, a Data Controller must handle Personal Data legally, fairly, and transparently. They must inform Data Subjects about data use, correct
inaccuracies quickly, keep data secure, and stop processing if consent is withdrawn. Data must be deleted or destroyed when no longer needed or upon request, and authorities must be notified of deletion or breaches. Controllers must appoint Data
Protection Officers if required, safeguard cross-border transfers, and ensure overall compliance with the law.
Personal Data Processing
,
data must be processed based on a valid legal basis, such as: consent, contractual
obligations, legal requirements, vital interests, public duties, or legitimate interests balanced with the Data Subject’s rights (
vide
Art. 20 (1) – (2) of the PDP Law).
Termination, Deletion, and Destruction of Personal
Data,
under Articles 42 — 44 of the PDP Law, Data processing must stop when the purpose is achieved, the retention period ends, or the Data Subject requests it. Data must be deleted if it’s no longer needed, consent is
withdrawn, or was collected unlawfully, and destroyed if retention expires, requested by the Data Subject, or obtained illegally.
Data Breach,
under the PDP Law, in case of a breach (loss, alteration, disclosure, or unauthorized
access), the Data Controller
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must notify affected parties and the Ministry of Communication and Digital within 72 hours, explaining the cause, affected data, and mitigation steps. If public services or public interest are
affected, the breach must also be publicly disclosed.
Data Protection Officer
,
pursuant to Article 53 (1) of the PDP Law, the Data Controller and Data Processor must appoint a Data Protection Officer (“DPO”) if:
personal data is processed for public services, large-scale monitoring is conducted, or large-scale specific/criminal-related data processing occurs.
Data Transfer
,
under Articles 55 and 56 of the PDP Law, data can be
transferred within Indonesia as long as both parties comply with the PDP Law. Cross-border transfers are allowed only if the recipient provides adequate protection, there are binding safeguards (e.g., Standard Contractual Clauses), or if the Data
Subject gives explicit consent.
Transaction Requirements
Mandatory Use of Rupiah Currency
Pursuant to Law No. 7 of 2011 on Currency as partially amended by Law No. 1 of 2023 on Penal Code (as amended, “Currency
Law”), Bank Indonesia Regulation No. 17/3/PBI/2015 of 2015 on Mandatory Use of Indonesian Rupiah Within the Territory of the Republic of Indonesia, and Bank Indonesia Circular Letter No. 17/11/DKSP of 2015 on the Mandatory Use of Indonesian
Rupiah Within the Territory of the Republic of Indonesia, all parties, both domestic and foreign, to use the Indonesian Rupiah in all cash and
non-cash
transactions within Indonesia, including payments,
monetary obligations, and banking activities. Exceptions include state revenue/expenditure, foreign grants, international trade and financing, bank foreign exchange activities, and other legally permitted transactions in foreign currency.
Non-compliance
may lead to criminal sanctions of up to one year’s imprisonment or fines up to IDR 200 million. Bank Indonesia may also impose administrative sanctions, including warnings, fines of up to
1% of the transaction (capped at IDR 1 billion), restrictions on payment participation, or referral to other authorities.
Offshore Loan Requirement
Pursuant to Article 2 of Bank Indonesia Regulation No. 16/21/PBI/2014 of 2014 on the Implementation of Prudential Principles in
the Management of Foreign Debt by
Non-Bank
Corporations, as amended by Bank Indonesia Regulation No. 18/4/PBI/2016 of 2016,
non-bank
corporations that have offshore
loans (“ULN”) and/or entered into ULN agreements in foreign currencies requiring precautionary measures: a minimum 25% hedging ratio for foreign currency liabilities, 70% liquidity via foreign exchange assets, and a minimum credit rating
of BB– at loan issuance. Companies must report to Bank Indonesia and the Ministry of Finance, with
non-compliance
subject to administrative sanctions. However, Fintech Lending Operators like PT Kredit
are prohibited from obtaining loans under OJK Regulation No. 40/2024, so these provisions do not apply.
EGYPT REGULATIONS
Overview of Regulatory Framework for PSPs in Egypt
OPay Egypt for
E-Payment
Services (“OPay Egypt”) is regulated by the Central Bank of Egypt
(“CBE”) under Law No. 194 of 2020 (the “Banking Law”) and its executive regulations. This law establishes the CBE as the competent authority for licensing, regulating, and supervising payment service providers (PSPs) and
payment system operators (PSOs). Its objectives include safeguarding financial stability, promoting financial inclusion, and ensuring the integrity and efficiency of payment systems.
Under Law No. 194 of 2020, PSPs must:
•
Obtain a license from the CBE and meet minimum capital and governance requirements.
•
Comply with anti-money laundering (AML) and combating the financing of terrorism (CFT) obligations under Law
No. 80 of 2002.
•
Implement robust consumer protection, data confidentiality, and cybersecurity measures.
•
Submit periodic reports and maintain transaction records for regulatory review.
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Additionally, and more specifically as a Payment Service Provider (PSP), OPay Egypt is
required to comply with the CBE’s board of directors’ resolution issued on June 17, 2025 with respect to the regulatory framework that focuses mainly on electronic payment services and their providers. This regulatory framework has
several facets, including:
•
Licensing:
PSPs must obtain and maintain a valid PSP license from the CBE. The licensing process involves
meeting minimum capital requirements, demonstrating technical and operational capabilities, and fulfilling
fit-and-proper
criteria for shareholders and management.
•
Supervision:
The CBE exercises ongoing supervision over PSPs, including regular reporting,
on-site
inspections, and compliance with anti-money laundering (AML) and combating the financing of terrorism (CFT) obligations.
•
Operational Requirements:
PSPs must adhere to CBE regulations on customer due diligence, data protection,
transaction security, and consumer protection. This includes implementing robust IT systems, maintaining transaction records, and ensuring the confidentiality and integrity of customer data.
•
Foreign Ownership:
There are no specific restrictions on foreign ownership of PSPs in Egypt, but any
change in ownership structure must be approved by the CBE.
•
Cross-Border Transactions:
Any cross-border remittance or payment services must comply with CBE rules on
foreign exchange and international transfers, including reporting obligations and adherence to currency controls.
Recent
Developments
The CBE continues to update its regulatory framework to align with international standards and promote financial
inclusion. Recent circulars have emphasized enhanced cybersecurity, digital onboarding, and the expansion of
e-payment
acceptance networks. As the regulatory framework continues to develop, it remains largely
influx.
Risks and Compliance
The Egyptian regulatory framework for PSPs is evolving. Amendments to Banking Law or CBE directives may impose additional compliance
obligations, increase capital requirements, or restrict certain activities.
Non-compliance
can result in administrative penalties, suspension, or revocation of licenses, which could materially impact
operations and financial performance. PSPs must actively monitor regulatory changes and engage with the CBE to ensure ongoing compliance.
Operational
Risk
PSPs in Egypt are subject to stringent cybersecurity and data protection requirements. Any breach or failure to meet these
standards could lead to regulatory sanctions, reputational harm, and financial losses.
Legal & Enforcement Risk
The CBE has broad enforcement powers, including imposing fines and operational restrictions. Regulatory interpretations may vary, and PSPs must
maintain proactive engagement with the CBE to mitigate compliance risk.
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MANAGEMENT
Directors and Executive Officers
The
following table sets forth information regarding our directors, including independent director nominees, and executive officers as of the date of this prospectus.
Directors and Executive Officers
Age
Position/Title
Directors
James Zhou
49
Non-executive Chairman
Lars Rahbaek Boilesen
59
Executive Director,
Co-CEO
Lungisa Fuzile
60
Non-executive Director Nominee
Trond Riiber Knudsen
62
Independent Director
Stephen Malcolmson
48
Independent Director Nominee
Brian Alan-Mingway Wong
52
Independent Director Nominee
Executive Officers
Stephen Wen
43
Co-CEO,
COO and Executive Director Nominee
James Arthur Perry Jr
52
CFO
Mr. James Zhou
is the founder of OPay and currently serves as the non-executive chairman of our
Company. He also serves as the chairman of Opera Limited (NASDAQ: OPRA). Mr. Zhou is also the founder of Kunlun Tech Co., Ltd. (SZ: 300418), a company listed on the Shenzhen Stock Exchange. He had also served as the chairman of the board from March
2008 to April 2020 in Kunlun Tech Co., Ltd. Mr. Zhou received his bachelor’s degree in mechanical engineering and his master’s degree in optical engineering from Tsinghua University in 1999 and 2006, respectively.
Mr.
Lars Rahbaek Boilesen
currently serves as an executive director and
Co-CEO
of our Company who is responsible for regulatory communication, market entry, and strategic expansion. Since 2021, he has been the Chairman of Bemobi S.A., a technology company specializing in digital
payments, customer engagement, and microfinance solutions. He was CEO of Napatech AS in 2024 and 2025, a Danish firm focused on
high-performance
network and data center applications. Mr. Boilesen served as CEO
for Opera Software from 2010 to 2016. He has been a board member, leader of the compensation committee and member of the audit committee in Norwegian Air Shuttle ASA. He has also been a board member at
Co-Builder
AS, a provider of construction data management solutions, and Chairman of Resights AS, a data analytics company. Mr. Boilesen received a bachelor’s degree in economics from Aarhus
University in 1992 and a graduate diploma in business administration from University of Southern Denmark in 1994.
Mr. Lungisa
Fuzile
will serve as a non-executive director of our company, upon closing of the concurrent private placement. Mr. Fuzile has served as the Chief Executive Officer of Africa Regions at Standard Bank Group since April 2025, where he previously
served as Group Head of Public Policy and Regulations and Regional Chief Executive of South and Central Regions from September 2024 to March 2025, and as the Chief Executive Officer of The Standard Bank of South Africa Limited from January 2018 to
August 2024. Prior to that, he spent more than 19 years at National Treasury of South Africa since February 1998, where he served as Deputy Director, Director, Chief Director, Deputy Director-General and Director-General successively.
Mr. Fuzile holds a Bachelor of Commerce and a Higher Diploma in Education from the University of Transkei in 1989, and a Bachelor of Commerce (Honours) and a Master of Commerce in Economics from the University of Natal in 1992 and 1996,
respectively. He also completed the Advanced Management Program in Executive Management at Harvard University in 2009.
Mr.
Trond Riiber Knudsen
currently serves as an independent director of our Company. Mr. Knudsen has served as
the independent director and member of audit committee of Opera Limited (NASDAQ: OPRA) since 2018. He is also the founder and CEO of TRK Group AS, an Oslo-based investment and advisory firm, since June 2015. He worked at McKinsey & Company,
a management consulting firm and served as a senior partner with
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responsibility for the company’s marketing and sales practice from August 1992 to June 2015. Mr. Knudsen received his sivilingeniør (equivalent of a Master of Science degree) in
structural engineering from the Norwegian University of Science and Technology in 1987 and a master’s degree in business administration from Harvard University in 1992.
Mr. Stephen Malcolmson
will serve as an independent director of our Company, effectively immediately upon the SEC’s declaration
of effectiveness of the registration statement on Form F-1 of which this prospectus forms a part. Mr. Malcolmson has served as Global Chief Financial Officer of GMPL PTY Ltd since December 2021, where he oversees the group’s global
finance function, including financial management, reporting, budgeting and strategic financial planning across multiple jurisdictions. Prior to joining GMPL PTY Ltd, Mr. Malcolmson served as Chief Financial Officer, Asia Pacific at Crown
Equipment PTY Ltd from July 2018 to November 2021. Mr. Malcolmson is a Fellow of the Institute of Chartered Accountants Ireland, a Chartered Tax Advisor with the Chartered Institute of Taxation, and an Associate Chartered Accountant with
Chartered Accountants Australia and New Zealand. Mr. Malcolmson also holds a registered auditor certificate with the Institute of Chartered Accountants Ireland.
Mr. Brian Alan-Mingway Wong
will serve as an independent director of our company, effectively immediately upon the SEC’s
declaration of effectiveness of the registration statement on Form F-1 of which this prospectus forms a part. Mr. Wong is the Managing Director of the Aspen Institute’s China Fellowship program and is founder and CEO of RADII Media,
a digital media company since 2020. Additionally, he is the Managing Director of Seacliff Partners Limited, an investment holdings firm, since 2010 and previously spent more than 16 years as an early employee, senior executive, and special
assistant to the chairman at the Alibaba Group. Mr. Wong holds a Bachelor of Arts in English Literature from Swarthmore College in 1996, an MA Certificate in International Relations from Johns Hopkins (SAIS)-Nanjing University Center for US and
China Studies in 1997, and an MBA in Finance and Entrepreneurial Management from the Wharton School, University of Pennsylvania in 2003.
Mr. Stephen Wen
currently serves as the Co-CEO and COO of our Company and will serve as an executive director of our company,
effectively immediately upon the SEC’s declaration of effectiveness of the registration statement on Form F-1 of which this prospectus forms a part. Mr. Wen is responsible for our Company’s global business, product development,
R&D and other key functions. Mr. Wen has over 20 years of international market experience, including more than ten years across Africa and Asia, and over 15 years of experience in the fintech and digital banking sector. Prior
to joining OPay, Mr. Wen worked at Ant Group from 2015 to 2021, where he held several senior leadership positions, including serving as a director of Ant Group’s international business group and as the CEO since the founding of Alipay
Hong Kong, which is Ant Group’s
e-wallet
platform. Mr. Wen obtained bachelor’s degree in telecommunication engineering from Central South University in 2005.
Mr.
James Arthur Perry Jr
currently serves as CFO of our Company. He oversees the finance and legal functions of our
Company and is responsible for financial management, regulatory compliance, and investor relations. Prior to joining us, Mr. Perry served as Managing Director and Head of Asia Pacific Technology Investment Banking at Citigroup, where he advised
technology companies on equity capital markets and M&A transactions across Asia Pacific. Mr. Perry holds bachelor’s degrees in Finance and International Business and in French from the Pennsylvania State University.
Board of Directors
Our board of
directors will consist of seven directors, including three independent directors, namely Mr. Trond Riiber Knudsen, Mr. Stephen Malcolmson and Mr. Brian Alan-Mingway Wong, upon the SEC’s declaration of effectiveness of our
registration statement on
Form F-1
of which this prospectus is a part and closing of the concurrent private placement. A director is not required to hold any shares in our company to qualify to serve
as a director. The Listing Rules of the NYSE generally require that a majority of an issuer’s board of directors must consist of independent directors. However, the Listing Rules of the NYSE permit foreign private issuers like us to follow
“home country practice” in certain corporate governance matters. For instance, we rely on this “home country practice” exception and do not have a majority of independent directors serving on our board of directors.
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A director who is in any way, whether directly or indirectly, interested in a contract or
transaction or proposed contract or transaction with the Company shall declare the nature of his interest at a meeting of the directors. A general notice given to the directors by any director to the effect that he is a member of any specified
company or firm and is to be regarded as interested in any contract or transaction which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made or transaction so
consummated. Subject to the rules of NYSE and disqualification by the chairman of the relevant board meeting, a director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he may be interested
therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the directors at which any such contract or transaction or proposed contract or transaction shall come before the meeting for consideration.
The directors may from time to time at their discretion exercise all the powers of the company to raise or borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof, to
issue debentures, debenture stock, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the company or of any third party. None of our directors has a service contract with us that provides
for benefits upon termination of service as a director.
Committees of the Board of Directors
We intend to establish an audit committee, a compensation committee and a nominating and corporate governance committee under our board of
directors immediately and adopt a charter for each of the three committees upon the effectiveness of our registration statement on Form
F-1,
of which this prospectus is a part. We intend to establish these
committees prior to the completion of this offering. Each committee’s members and functions are described below.
Audit
Committee
Our audit committee will consist of Trond Riiber Knudsen, Stephen Malcolmson and Brian Alan-Mingway Wong. Stephen
Malcolmson will be the chairperson of our audit committee. We have determined that Trond Riiber Knudsen, Stephen Malcolmson and Brian Alan-Mingway Wong satisfy the “independence” requirements of Section 303A of the Corporate
Governance Rules of the New York Stock Exchange and
Rule 10A-3
under the Exchange Act. We have determined that Stephen Malcolmson qualifies as an “audit committee financial expert.” The audit
committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee will be responsible for, among other things:
•
appointing the independent auditors and
pre-approving
all auditing and
non-auditing
services permitted to be performed by the independent auditors;
•
reviewing with the independent auditors any audit problems or difficulties and management’s response;
•
discussing the annual audited financial statements with management and the independent auditors;
•
reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any
steps taken to monitor and control major financial risk exposures;
•
reviewing and approving all proposed related party transactions;
•
meeting separately and periodically with management and the independent auditors; and
•
monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and
effectiveness of our procedures to ensure proper compliance.
Compensation Committee
Our compensation committee will consist of Trond Riiber Knudsen, Stephen Malcolmson and
Brian Alan-Mingway
Wong. Trond Riiber Knudsen will be the chairperson of our compensation committee. We have determined that Trond Riiber Knudsen, Stephen Malcolmson and Brian Alan-Mingway Wong satisfy
the
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“independence” requirements of Section 303A of the Corporate Governance Rules of the New York Stock Exchange. The compensation committee will assist the board in reviewing and
approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated, unless
specifically invited by the committee. The compensation committee will be responsible for, among other things:
•
reviewing and approving the compensation for our chief executive officer and other executive officers;
•
reviewing periodically and evaluating our executive compensation and benefits policies generally, including the
review and recommendation of any incentive-compensation and equity-based plans that are subject to board approval; and
•
selecting a compensation consultant, legal counsel or other adviser only after taking into consideration all
factors relevant to that person’s independence from management.
Nominating and Corporate Governance
Committee
Our nominating and corporate governance committee will consist of Trond Riiber Knudsen, Stephen Malcolmson and
Brian Alan-Mingway Wong. Brian Alan-Mingway Wong will be the chairperson of our nominating and corporate governance committee. We have determined that Trond Riiber Knudsen, Stephen Malcolmson and Brian Alan-Mingway Wong satisfy the
“independence” requirements of Section 303A of the Corporate Governance Rules of the New York Stock Exchange. The nominating and corporate governance committee will assist the board of directors in selecting individuals qualified to
become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee will be responsible for, among other things:
•
overseeing searches for, identifying and recommending to the board qualified individuals for membership on the
board and its committees;
•
reviewing periodically the current composition of the board and its committees after considering issues of
judgment, diversity, age, skills, background and experience;
•
leading the board in self-evaluations to determine whether it and its committees are functioning effectively,
reviewing the evaluations prepared by each board committee of its performance, and considering recommendations for proposed changes to the board; and
•
reviewing and approving compensation, including equity-based compensation, for our directors.
Powers and Duties of Directors
Under Cayman Islands law, our directors owe fiduciary duties to our company, including a duty of loyalty, a duty to act honestly, and a duty to
act in what they consider in good faith to be in our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also owe to our company a duty to act with skill and care. It was previously considered that
a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an
objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of
association, as amended and restated from time to time. We have the right to seek damages if a duty owed by our directors is breached. In certain limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a
duty owed by the directors is breached.
Our board of directors has all the powers necessary for managing, and for directing and
supervising, our business affairs. The functions and powers of our board of directors include, among others:
•
convening shareholders’ general meetings;
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•
declaring dividends (including interim dividends) and other distributions on shares in issue and authorizing
payment of the same out of the funds of our company lawfully available therefor;
•
appointing and removing any natural person or corporation, whether or not a director to hold such office in our
company as the directors may think necessary for the administration of our company;
•
exercising all the powers of our company to raise or borrow money and to mortgage or charge its undertaking,
property and assets (present and future) and uncalled capital or any part thereof, to issue debentures, debenture stock, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of our company or
of any third party; and
•
declining to register transfers of shares in our company in certain circumstances as set out in our memorandum
and articles of association.
Terms of Directors and Officers
Our Company may by ordinary resolution appoint any person to be a director. The board of directors may, by the affirmative vote of a simple
majority of the remaining directors present and voting at a board meeting, appoint any person as a director, to fill a casual vacancy on the board or as an addition to the board of directors. An appointment of a director may be on terms that the
director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the Company and the
director, if any; but no such term shall be implied in the absence of express provision. A director may be removed from office by ordinary resolution of shareholders, notwithstanding anything in our memorandum and articles of association or in any
agreement between the Company and such director (but without prejudice to any claim for damages under such agreement). A director’s office shall be vacated if the director (i) becomes bankrupt or makes any arrangement or composition with
his creditors; (ii) dies or is found to be or becomes of unsound mind; (iii) resigns his office by notice in writing to the Company; (iv) without special leave of absence from the board, is absent from meetings of the board for three
consecutive meetings and the board resolves that his office be vacated; (v) is prohibited by law from being a director; or (vi) is removed from office pursuant to any other provision of our memorandum and articles of association. Our
directors may from time to time appoint any natural person or corporation, whether or not a director to hold such office in the Company as the directors may think necessary for the administration of the Company, including but not limited to, chief
executive officer, one or more other executive officers, president, one or more vice presidents, treasurer, assistant treasurer, manager or controller, and for such term and at such remuneration (whether by way of salary or commission or
participation in profits or partly in one way and partly in another), and with such powers and duties as the directors may think fit.
Employment
Agreements and Indemnification Agreements
We [have entered into] employment agreements with each of our executive officers. Each of
our executive officers is employed for an indefinite term, unless the employment is terminated pursuant to the employment agreement or as mutually agreed by the parties. We may terminate an executive officer’s employment for cause at any time
without advance notice, and may also terminate an executive officer’s employment with or without cause at any time by giving a prior written notice. In the event that we terminate an executive officer’s employment other than for cause,
we will pay the executive officer any additional amount as required by applicable law. An executive officer may terminate his or her employment at any time by giving a prior written notice.
Each executive officer has agreed to hold, unless expressly consented to by us, at all times during and after the termination of his or her
employment agreement, in strict confidence and not to use, any of our confidential information or the confidential information of our customers and suppliers. In addition, each executive officer has agreed to be bound by certain
non-competition
and
non-solicitation
restrictions during the term of his or her employment and for two years following the last date of employment.
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We have also entered into indemnification agreements with each of our directors and
executive officers. Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of
our company.
Compensation of Directors and Executive Officers
For the year ended December 31, 2025, we paid an aggregate of US$2.6 million in cash to our directors and executive officers, and we
did not pay any compensation to our
non-executive
directors. Our executive officers, directors and senior management receive fixed and variable compensation. They also receive benefits in line with market
practice in the countries where they are located. The fixed component of their compensation is set on market terms and adjusted annually. The variable component consists of cash bonuses. Cash bonuses are paid to executive officers and members of our
senior management based on previously agreed targets for the business. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers.
Share Incentive Plan
2026 Equity Incentive Plan
Approval and Purpose.
In April 2026, our board of directors approved the OPay 2026 Equity Incentive Plan, or the 2026
Plan, to attract, incentivize and retain eligible participants and further align their interests with those of our shareholders.
Share
Reserve.
The maximum aggregate number of ordinary shares that may be issued pursuant to, or subject to outstanding awards under, the 2026 Plan is 168,664,930 ordinary shares. In connection with the establishment of the 2026 Plan, we issued
168,664,930 ordinary shares to Bloom Haven Limited, a British Virgin Islands company, to hold such shares for the purposes of administering the 2026 Plan. Immediately following such issuance, we had 1,855,314,234 ordinary shares issued and
outstanding. In connection with the establishment of the 2026 Plan, we also entered into a trust deed to establish a trust for the purposes of the 2026 Plan.
The shares issued to Bloom Haven Limited are expected to be used to satisfy awards granted under the 2026 Plan following our initial public
offering in accordance with the terms of the 2026 Plan, the applicable award agreements and the trust arrangements. As of the date of this prospectus, no participant had been granted any award under the 2026 Plan.
Eligibility.
Eligible participants under the 2026 Plan generally include employees, consultants and directors of our company and
our affiliates, and any other individuals deemed eligible by the committee administering the plan.
Administration.
The 2026
Plan is administered by a special committee designated by the board of the directors of the Company, which has broad authority to interpret the plan, select participants, grant awards, determine the terms of awards, prescribe the form of award
agreements and adopt rules and procedures for the administration of the plan.
Awards
. The 2026 Plan permits the grant of
restricted share units, or RSUs, to eligible participants selected by the committee administering the plan. The committee determines the participants, the number of RSUs to be granted to each participant and the terms and conditions of each award.
Each award of RSUs will be evidenced by an award agreement, which will set forth, among other things, the number of RSUs granted, the
applicable vesting conditions, the settlement terms and such other restrictions and conditions as the committee may determine.
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Vesting and Settlement
. Upon vesting, the committee may settle vested RSUs in
ordinary shares or, to the extent provided in the applicable award agreement and permitted by applicable law, cash or a combination of both.
Ordinary shares reserved for issuance or delivery under the 2026 Plan are held by Bloom Haven Limited, and shares underlying vested awards may
be transferred or delivered to participants in accordance with the terms of the applicable award agreement. Awards granted under the 2026 Plan confer only economic rights with respect to the underlying shares. Participants shall have no voting
rights or other shareholder rights with respect to any shares held by Bloom Haven Limited for purposes of the 2026 Plan whether vested or not. Under the 2026 Plan, voting rights attaching to shares held in the trust are exercised by the trustee as
instructed by a special committee designated by the board of directors of the Company.
Any transfer or sale of ordinary shares delivered
under the 2026 Plan will be subject to the terms of the applicable award agreement, applicable law and our internal securities trading policies.
Termination of Service
. Unless otherwise provided in the applicable award agreement, unvested RSUs generally will be forfeited upon a
participant’s termination of employment or service. The committee may, however, determine in the applicable award agreement or otherwise that vesting, forfeiture or other restrictions will be waived or modified in specified circumstances.
Adjustments and Corporate Transactions.
In the event of share splits, share consolidations, reclassifications, extraordinary
dividends and similar events, appropriate adjustments may be made to the number and class of shares reserved under the 2026 Plan and to outstanding awards.
In addition, in the event of mergers, consolidations, sales of substantially all assets, liquidations, reverse takeovers or changes in
control, the committee may take such actions with respect to outstanding awards as it considers appropriate in accordance with the terms of the 2026 Plan and the applicable award agreements.
Amendment, Term and Expiration.
Our board of directors may amend, modify or terminate the 2026 Plan in accordance with its terms,
subject to applicable law, applicable stock exchange rules and any shareholder approval requirements.
The 2026 Plan became effective upon
its approval by our board of directors and will expire on the tenth anniversary of its effective date, unless terminated earlier in accordance with its terms. No awards may be granted after that date, although awards then outstanding may continue in
accordance with their terms.
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PRINCIPAL SHAREHOLDERS
The following table sets forth information concerning the beneficial ownership of our ordinary shares as of the date of this prospectus,
assuming the conversion of all of our issued and outstanding preferred shares into ordinary shares on a
one-for-one
basis, by:
•
each of our directors and executive officers; and
•
each person known to us to beneficially own more than 5% of our ordinary shares.
The calculations in the table below are based on (i) 1,855,314,234 ordinary shares issued and outstanding on an
as-converted
basis as of the date of this prospectus
, and (ii)      ordinary shares issued and outstanding immediately after the completion of this offering and the
concurrent private placement, including ordinary shares to be sold by us in this offering in the form of ADSs, assuming that the underwriters do not exercise their option to purchase additional ADSs.
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially
owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant, or other right or the conversion of any other
security. These shares, however, are not included in the computation of the percentage ownership of any other person.
Shares Beneficially
Owned Prior to the
Offering (on an as-
converted basis)
Ordinary Shares
Beneficially
Owned after the
Offering and the
Concurrent
Private Placement
Aggregate Voting
Power after the
Offering and the
Concurrent
Private Placement
Number
%*
Number
%*
%**
Directors, Director Nominees and Executive Officers †:
James Zhou
(1)
395,268,701
21.3
Lars Rahbaek Boilesen
(2)
40,300,000
2.2
Trond Riiber Knudsen
—
—
Stephen Malcolmson***
—
—
Brian Alan-Mingway Wong***
—
—
Lungisa Fuzile***
—
—
Stephen Wen
(3)
70,890,278
3.8
James Arthur Perry Jr
—
—
All directors, director nominees and executive officers as a group
506,458,979
27.3
Principal Shareholders:
AFintronic Limited
257,909,521
13.9
OPay Tech
(4)
186,581,278
10.1
Opera
(5)
159,806,239
8.6
Bloom Haven Limited
(6)
168,664,930
9.1
Bright Holding Limited
137,359,180
7.4
Softbank Entities
(7)
123,214,065
6.6
SCC Entities
(8)
112,389,548
6.1
IDG Entities
(9)
111,837,577
6.0
Notes:
*
For each person and group included in this table, percentage ownership is calculated by dividing the number of
shares beneficially owned by such person or group by the sum of (i) 1,855,314,234 ordinary shares, being the number of ordinary shares issued and outstanding on an
as-converted
basis as of the date of this
prospectus, and (ii) the number of ordinary shares underlying share options held by such person or group that are exercisable within 60 days after the date of this prospectus.
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**
For each person and group included in this column, percentage of voting power is calculated by dividing the
voting power beneficially owned by such person or group by the voting power of all of our ordinary shares as a single class.
***
Director nominees who have been appointed as directors of our Company, effectively immediately upon the
SEC’s declaration of effectiveness of the registration statement on Form F-1 of which this prospectus forms a part and closing of the concurrent private placement.
†
The business address of our directors, director nominees and executive officers is 30 Raffles Place, #21-01,
Singapore 048622.
(1) Represents (i) 257,909,521 ordinary shares held by AFintronic Limited, a company incorporated
in the British Virgin Islands, and (ii) 44,948,631 Series Seed+ Preferred Shares and 92,410,549 Series C Preferred Shares held by Bright Holding Limited, a company incorporated in the Cayman Islands. AFintronic Limited and Bright Holding
Limited are wholly owned by Mr. Zhou as the sole member of these entities. As a result, the 21.3% beneficial ownership reflected for Mr. Zhou in the above table represents shares deemed to be beneficially owned by him through the foregoing
entities he owns. The registered office of AFintronic Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. The registered office of Bright Holding Limited is 2nd Floor, Strathvale
House, 90 North Church Street, P.O. Box 1103, George Town, Grand Cayman
KY1-1102,
Cayman Islands.
(2) Represents 40,300,000 ordinary shares held by Prosperity Victory Limited, a company incorporated in the British Virgin Islands, whose sole
member is Lars Rahbaek Boilesen. See note (4) below.
(3) Represents 70,890,278 ordinary shares held by Promise Horizon Limited, a company
incorporated in the British Virgin Islands, whose sole member is Stephen Wen. See note (4) below.
(4) Represents 186,581,278 ordinary
shares held by Opay Technology Limited, a company incorporated under the laws of the British Virgin Islands, which consists of (i) 75,391,000 ordinary shares held by Keystone Unity Limited, a company incorporated in the British Virgin Islands,
with voting and dispositive power held by Fang Han, a minority shareholder of the Company, (ii) 70,890,278 ordinary shares held by Promise Horizon Limited, with the voting and dispositive power held by Stephen Wen, and (iii) 40,300,000
ordinary shares held by Prosperity Victory Limited, with the voting and dispositive power held by Lars Rahbaek Boilesen. The registered office of each of Keystone Unity Limited, Prosperity Victory Limited, and Promise Horizon Limited is located at
Start Chambers, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.
(5) Represents 31,058,025 ordinary
shares, 69,962,470 Series Seed+ Preferred Shares, and 58,785,744 Series C Preferred Shares held by Opera Limited, a Cayman Islands-incorporated company listed on The Nasdaq Global Select Market under the symbol of “OPRA.” The
principal executive office of Opera Limited is located at Vitaminveien 4, 0485 Oslo, Norway.
(6) Represents 168,664,930 ordinary shares
held by Bloom Haven Limited, a British Virgin Islands company, which holds such shares for the purposes of administering our 2026 Equity Incentive Plan pursuant to the trust arrangements established in connection therewith. These shares were issued
by us and are expected to be used to satisfy awards granted under the plan following our initial public offering, subject to the terms of the 2026 Equity Incentive Plan, the applicable award agreements and the trust arrangements. Voting rights
attaching to shares held in the trust are exercised by the trustee as instructed by a special committee designated by the board of directors of the Company.
(7) Represents 123,214,065 Series C Preferred Shares held by SVF II Origin (DE) LLC. SoftBank Group Corp. (“SoftBank”), which is a
publicly traded company listed on the Tokyo Stock Exchange, is the sole shareholder of SB Global Advisers Limited (“SBGA”) has been appointed as manager and is responsible for making all decisions related to the acquisition, structuring,
financing and disposal of SoftBank Vision Fund II-2 L.P.’s investments, including as held by SVF II Origin (DE) LLC (“SVF”). SVF is wholly owned by SVF II Investment Holdings (Subco) LLC, which is in turn wholly owned by SVF II
Investment Holdings LLC, a
co-investment
vehicle in which SVF II Investment Holdings (Jersey) L.P., the preferred equity holder holds 88.08% of the total commitments. MASA USA LLC, the equity holder holds
2.06% of the total commitments
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and, SVF II Holdings (DE) LLC, the equity holder holds the remaining 9.86% of the total commitments in SVF II Investment Holdings LLC. SVF II Holdings (DE) LLC is the sole limited partner of
SVF II Investment Holdings (Jersey) L.P.. SVF II Holdings (DE) LLC is wholly owned by SVF II Aggregator (Jersey) L.P., the sole limited partner of which is SoftBank Vision Fund II-2 L.P. which is managed by SBGA. Alex Clavel, Yoshimitsu Goto,
Navneet Govil, Yutaka Tamada, Michelle Aylott and Mark Agne are the directors of SBGA. As a result of these relationships, each of these entities may be deemed to share beneficial ownership of the securities referenced herein. Each of them disclaims
any such beneficial ownership. The registered address of SVF II Origin (DE) LLC is 1521 Concord Pike, Suite 201, Wilmington, Delaware 19803.
(8) Represents (i) 30,979,575 Series B Preferred Shares and 12,744,200 Series C Preferred Shares held by Geometry Ventures Limited, a company
incorporated under the laws of British Virgin Islands, (ii) 24,971,300 Series Seed Preferred Shares, 13,377,575 Series A preferred shares, 20,653,050 Series B preferred shares and 2,899,154 Series C Preferred Shares held by Quark Venture
Limited, a company incorporated under the laws of British Virgin Islands, and (iii) 6,764,694 Series C Preferred Shares held by Sonorous Venture Ltd., a company incorporated under the laws of British Virgin Islands. Geometry Ventures Limited, Quark
Venture Limited and Sonorous Venture Ltd. are collectively referred to as the SCC Entities, beneficially owned by Enlightenment Trust. Enlightenment Trust is a trust established under the laws of the Island of Jersey, of which Mr. Charlie Cao
and his family members are the beneficiaries. The registered address of SCC Entities is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands.
(9) Represents (i) 66,887,850 Series A Preferred Shares, 25,816,300 Series B Preferred Shares and 3,080,352 Series C Preferred Shares held by
VIOLA RIDGE LIMITED, a business company incorporated under the laws of British Virgin Islands, and (ii) 16,053,075 Series Seed+ Preferred Shares held by DIVINE PROMINENT LIMITED, a business company incorporated under the laws of British Virgin
Islands. Both VIOLA RIDGE LIMITED and DIVINE PROMINENT LIMITED are investment holding companies owned as to 94.61 % by IDG China Venture Capital Fund V L.P. and 5.39% by IDG China V Investors L.P. IDG China Venture Capital Fund V L.P. and IDG
China V Investors L.P., both Cayman Islands exempted limited partnership, are venture capital funds with a primary purpose of making equity investments, mainly in seed and growth stage companies in China, focusing on companies in the information
technology, media, healthcare, energy, clean technology and
non-technology
consumer businesses and services related industries, including, but not limited to, companies engaged in software, internet, telecom,
media and managed healthcare business. The registered address of VIOLA RIDGE LIMITED and DIVINE PROMINENT LIMITED is Vistra Corporate Services Center, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
To the knowledge of our Company, as of the date of this prospectus, a total of 123,214,065 Series C preferred shares are held by one
record holder in the United States, representing 6.6% of total outstanding ordinary shares on an as-converted basis. None of our shareholders has informed us that it is affiliated with a member of Financial Industry Regulatory Authority, or FINRA.
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. See “Description of Share Capital — History of Securities Issuances” for a description of issuances of our ordinary
shares and preferred shares.
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RELATED PARTY TRANSACTIONS
Contractual Arrangements
See “Our
History and Corporate Structure — Contractual Arrangements between the Registered Shareholders of KUFI and Us.”
Employment Agreements and
Indemnification Agreements
See “Management — Employment Agreements and Indemnification Agreements.”
Shareholders Agreement
See
“Description of Share Capital — Shareholders Agreement.”
Share Incentive Plan
See “Management — Share Incentive Plan.”
Other Related Party Transactions
In the
ordinary course of business, from time to time, we carry out transactions and enter into arrangements with related parties, none of which is considered to be material. The table below sets forth related parties and their relationships with the
Company and its subsidiaries (collectively, the “Group”):
Name of related party
Relationship with the Group
Opera Limited (“Opera”)
An entity, of which the non-executive chairman of the board is the principal shareholder of the
Company
The related party balances are as follows:
$
$
$
As of
December 31,
As of
June 30,
2024
2025
2026
US$
US$
US$
(unaudited)
Amounts due to related parties, current:
Opera (i)
479
—
—
Total
479
—
—
(i) The balance represents technology and development expenses payable to Opera.
Save as disclosed in this section and elsewhere in this prospectus, we and Opera operate independently of each other. In particular, we and
Opera are independently managed, financed and operated, and Opera is not involved in the day-to-day operation of our business. From a financial perspective, historical transactions between us and Opera have been concluded. We had no transactions
with Opera in 2024, 2025 or the six months ended June 30, 2026. Any outstanding balances relating to historical transactions were settled in 2025, and no outstanding balances remained as of June 30, 2026.
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DESCRIPTION OF SHARE CAPITAL
We are a Cayman Islands exempted company with limited liability and our corporate affairs are governed by our memorandum and articles of
association, as amended and restated from time to time, the Companies Act (Revised) of the Cayman Islands, which we refer to as the Companies Act below, and the common laws of Cayman Islands.
As of the date of this prospectus, our authorized share capital is US$50,000 divided into (i) 11,312,073,049 ordinary shares, with par value
of US$0.000004 each; (ii) 62,428,225 series seed preferred shares, with par value of US$0.000004 each, (iii) 150,227,870 series seed+ preferred shares, with par value of US$0.000004 each, (iv) 169,895,125 series A preferred shares, with par value of
US$0.000004 each, (v) 309,795,725 series B preferred shares, with par value of US$0.000004 each and (vi) 495,580,006 series C preferred shares, with par value of US$0.000004 each. All of our issued and outstanding shares are fully paid. Immediately
prior to the completion of this offering, all of our issued and outstanding preferred shares will be
re-designated
and
re-classified
into ordinary shares on a
one-for-one
basis.
We have adopted a tenth amended and restated
memorandum and articles of association, which we refer to below as our post-offering memorandum and articles of association and which will become effective and replace our currently effective memorandum and articles of association in its entirety
immediately prior to the completion of this offering. Our authorized share capital upon completion of the offering will be US$50,000 divided into 12,500,000,000 ordinary shares of par value of US$0.000004 each. We will
issue    ordinary shares represented by ADSs in this offering and      ordinary shares in the concurrent private placement. All incentive shares, regardless of grant dates, will entitle holders to an
equivalent number of ordinary shares once the vesting and exercising conditions are met.
The following are summaries of certain material
provisions of the post-offering memorandum and articles of association and of the Companies Act, insofar as they relate to the material terms of our ordinary shares.
Our Post-Offering Memorandum and Articles of Association
Objects of Our Company.
Under our post-offering memorandum and articles of association, the objects of our Company are
unrestricted, and we have the full power and authority to carry out any object not prohibited by the Companies Act or any other law of the Cayman Islands and are capable of exercising all the functions of a natural person of full capacity
irrespective of any question of corporate benefit.
Ordinary Shares.
Our shares are issued in registered form and are issued
when registered in our register of members. We may not issue shares to bearer. Our shareholders who are
non-residents
of the Cayman Islands may freely hold and vote their shares.
Dividends.
Our post-offering memorandum and articles of association provide that subject to any rights and restrictions for the
time being attached to any shares, the directors may from time to time declare dividends (including interim dividends) and other distributions on shares in issue and authorize payment of the same out of the funds of the Company lawfully available
therefor. Under the laws of the Cayman Islands, our Company may pay a dividend out of profit and/or share premium account; provided that in no circumstances may a dividend be paid out of our share premium if this would result in our Company being
unable to pay its debts as they fall due in the ordinary course of business.
Voting Rights.
A shareholder may participate
in a general meeting in person or by proxy. At any general meeting a resolution put to the vote of the meeting shall be decided by poll. In the case of an equality of votes, the chairman of the meeting shall be entitled to a second or casting vote.
An ordinary resolution means a resolution: (a) passed by a simple majority of the votes cast by such shareholders as, being entitled
to do so, vote in person or, where proxies are allowed, by proxy or, in the case of
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corporations, by their duly authorized representatives, at a general meeting of the Company held in accordance with our post-offering memorandum and articles of association (in computing the
majority regard shall be had to the number of votes to which each shareholder is entitled by our memorandum and articles of association); or (b) approved in writing by all of the shareholders entitled to vote at a general meeting of the Company
in one or more instruments each signed by one or more of the shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed.
A special resolution means a special resolution of the Company passed in accordance with the Companies Act, being a resolution:
(a) passed by not less than
two-thirds
of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their
duly authorized representatives, at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given; or (b) approved in writing by all of the shareholders entitled
to vote at a general meeting of the Company in one or more instruments each signed by one or more of the shareholders and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such
instruments, if more than one, is executed.
Under Cayman Islands law, certain matters, such as amending the memorandum and articles of
association, changing the name or resolving to be registered by way of continuation in a jurisdiction outside the Cayman Islands, require the approval of shareholders by a special resolution.
General Meetings of Shareholders.
As a Cayman Islands exempted company, we are not obliged by the Companies Act to call
shareholders’ annual general meetings.
Our post-offering memorandum and articles of association provide that we may (but shall not
be obliged to) in each calendar year hold a general meeting as our annual general meeting and shall specify the meeting as such in the notices calling it, and the annual general meeting will be held at such time and place as may be determined by our
directors. Each general meeting, other than an annual general meeting, shall be an extraordinary general meeting. The chairman or a majority of the directors (acting by a resolution of the board) may call general meetings. General meetings shall
also be convened on the written requisition of one or more of the shareholders holding at the date of deposit of the requisition shares which carry in aggregate not less than
one-tenth
(1/10) of the total
number of votes attaching to all issued and outstanding shares that as at the date of the deposit carry the right to vote at general meetings of the Company, specifying the objects of the meeting and signed by each of the shareholders making the
requisition and deposited at the registered office. If there are no directors as at the date of the deposit of the shareholders’ requisition, or if the directors do not within
twenty-one
(21) calendar days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further
twenty-one
(21) calendar days, those shareholders who
requested the meeting or any of them representing more than
one-half
of the total voting rights of all of them may convene the general meeting themselves, but any meeting so convened shall not be held after
the expiration of three calendar months after the expiration of the said
twenty-one
(21) calendar days.
At least ten (10) clear days’ notice shall be given for any general meeting. Every notice shall be exclusive of the day
on which it is given or deemed to be given and of the day for which it is given and shall specify, among other things, the place, the day and the hour of the meeting and the general nature of the business. In addition, if a resolution is
proposed as a special resolution, the notice specifying the intention to propose the resolution as a special resolution must be duly given. Notice of every general meeting shall be given to (a) all shareholders holding shares with the right to
receive notice and who have supplied to the Company an address for the giving of notices to them; and (b) every person entitled to a share in consequence of the death or bankruptcy of a shareholder, who but for his death or bankruptcy would be
entitled to receive notice of the meeting.
Subject to our post-offering memorandum and articles of association, a general meeting of the
Company shall, whether or not the notice has been given and whether or not the provisions of our post-offering memorandum and articles of association regarding general meetings have been complied with, be deemed to
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have been duly convened if it is so agreed: (a) in the case of an annual general meeting, by all the shareholders (or their proxies) entitled to attend and vote thereat; and (b) in the
case of an extraordinary general meeting, by holders of
two-thirds
of the shareholders having a right to attend and vote at the meeting present or, in the case of a corporation or other
non-natural
person, represented by its duly authorized representative or proxy.
A quorum shall consist
of the presence (whether in person or represented by proxy) of one or more shareholders holding shares which carry in aggregate (or represented by proxy) not less than a majority of all votes attaching to all shares in issue and entitled to vote at
such general meeting.
If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be
dissolved. The chairman of any general meeting at which a quorum is present may with the consent of the meeting (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be
transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting, or adjourned meeting, is adjourned for fourteen calendar days or more, notice of the adjourned meeting
shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
Transfer of Ordinary Shares.
Subject to any applicable requirements set forth in our post-offering memorandum and articles of
association and provided that a transfer of ordinary shares complies with applicable rules of the NYSE, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or in a
form prescribed by NYSE or in any other form approved by our board of directors, executed by or on behalf of the transferor and if in respect of a nil or partly paid up share, or if so required by the directors, shall also be executed on behalf of
the transferee and shall be accompanied by the certificate (if any) of the shares to which it relates and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer.
The transferor shall be deemed to remain the holder of an ordinary share until the name of the transferee is entered into our register of
members.
Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not
fully paid up or on which we have a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:
•
the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it
relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;
•
the instrument of transfer is in respect of only one class of ordinary shares;
•
the instrument of transfer is properly stamped, if required;
•
in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be
transferred is not more than four; and
•
a fee of such maximum sum as NYSE may determine to be payable, or such lesser sum as the board of directors may
from time to time require, is paid to us in respect thereof.
If our directors refuse to register a transfer they shall,
within two calendar months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal.
The registration of transfers may, after compliance with any notice required by the applicable rules of the NYSE, be suspended and our
register of members closed at such times and for such periods as our board of directors may in their absolute discretion, from time to time determine, provided always that such registration of transfer shall not be suspended nor the register of
members closed for more than thirty calendar days in any calendar year.
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Liquidation.
If we are wound up, the shareholders may, subject to our
post-offering memorandum and articles of association and any other sanction required by the Companies Act, pass a special resolution allowing the liquidator to divide amongst the shareholders in species or in kind the whole or any part of the assets
of the Company (whether they shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the shareholders or different classes of shareholder.
Calls on Shares and Forfeiture of Shares.
Subject to the terms of allotment, our board of directors may from time to time make
calls upon shareholders for any moneys unpaid on their shares, and each shareholder shall (subject to receiving at least fourteen calendar days’ notice specifying the time or times of payment) pay to the Company at the time or times so
specified the amount called on such shares.
Redemption, Repurchase and Surrender of Shares.
Subject to the provisions of
the Companies Act and our post-offering memorandum and articles of association, we may by action of our directors: (a) issue shares that are to be redeemed or liable to be redeemed, at our option or the option of the shareholder, in such manner
and upon such terms as may be determined, before the issue of such shares, by our directors; (b) purchase our own shares (including any redeemable shares) on such terms and in such manner and terms as have been approved by the directors, or are
otherwise authorized by our memorandum and articles of association; and (c) make a payment in respect of the redemption or purchase of our own shares in any manner permitted by the Companies Act, including out of capital. Under the Companies
Act, the redemption or repurchase of any share may be paid out of our Company’s profits, share premium or out of the proceeds of a new issue of shares made for the purpose of such redemption or repurchase, or out of capital if our Company can,
immediately following the date on which the payment out of capital is proposed to be made, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Act no such share may be redeemed or repurchased
(a) unless it is fully paid up, or (b) if such redemption or repurchase would result in there being no shares issued and outstanding. In addition, our directors may accept the surrender of any fully paid share for no consideration.
Variations of Rights of Shares.
Whenever the capital of our Company is divided into different classes the rights attached to any
such class may, subject to any rights or restrictions for the time being attached to any class, only be materially and adversely varied with the consent in writing of the holders of
two-thirds
of the issued
shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall
not, subject to any rights or restrictions for the time being attached to the shares of that class, be deemed to be materially and adversely varied by, inter alia, the creation, allotment or issue of further shares ranking
pari passu
with or
subsequent to them or the redemption or purchase of any shares of any class by our Company.
Issuance of Additional Shares.
Our post-offering memorandum and articles of association authorize our board of directors to issue additional ordinary shares from time to time as our board of directors shall determine, to the extent of available authorized but unissued shares.
Inspection of Books and Records.
Holders of our ordinary shares will have no general right under Cayman Islands law to
inspect or obtain copies of our register of members or our corporate records (save for our register of mortgages and charges, our memorandum and articles of association and special resolutions of our shareholders). Under Cayman Islands law, the
names of current directors of our Company can be obtained from a search conducted at the Registrar of Companies in the Cayman Islands. Under our post-offering memorandum and articles of association, which will be effective immediately prior to
completion of this offering, our directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations our accounts and books or any of them shall be open to the inspection of
shareholders not being directors, and no shareholder (not being a director) shall have any right to inspect any of our account or book or document except as conferred by law or authorized by the directors, provided that the shareholders shall
receive the annual audited financial statements of our Company.
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Anti-Takeover Provisions.
Some provisions of our post-offering memorandum and
articles of association may discourage, delay or prevent a change of control of our Company or management that shareholders may consider favorable.
However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our memorandum and articles of
association for a proper purpose and for what they believe in good faith to be in the best interests of our company.
Exempted
Company.
We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but
conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except that an exempted company:
•
is not required to open its register of members for inspection;
•
does not have to hold an annual general meeting;
•
may issue shares with no par value;
•
may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for
20 years in the first instance);
•
may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
•
may register as an exempted limited duration company; and
•
may register as a segregated portfolio company.
“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on that
shareholder’s shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce
or lift the corporate veil).
Differences in Corporate Law
The Companies Act is derived, to a large extent, from the older Companies Acts of England and Wales, but does not follow many recent English
law statutory enactments. In addition, the Companies Act differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Act
applicable to us and the laws applicable to companies incorporated in the State of Delaware in the United States.
Mergers and Similar Arrangements
The Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and
non-Cayman
Islands companies. For these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such
companies as the surviving company, and (b) a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies in
the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the
shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent company’s articles of association. The plan must be filed with the Registrar of Companies in the Cayman Islands
together with a declaration as to the solvency of the consolidated or surviving company, a statement setting out the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will
be given to the members and creditors
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of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is not required for a merger or consolidation
which is effected in compliance with these statutory procedures.
A merger between a Cayman Islands parent company and its Cayman
subsidiary or subsidiaries does not require authorization by a resolution of shareholders if a copy of the plan of merger is given to every member of each subsidiary company to be merged unless that member agrees otherwise. For this purpose a
subsidiary is a company of which at least ninety percent (90%) of the issued shares entitled to vote are owned by the parent company.
The
consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in the Cayman Islands.
Save in certain circumstances, a dissentient shareholder of a Cayman constituent company is entitled to payment of the fair value of his
shares upon dissenting to a merger or consolidation. The exercise of appraisal rights will preclude the exercise of any other rights save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.
Reconstructions and amalgamations may be approved by (i) 75% in value of the members or class of members or (ii) a majority in number
representing 75% in value of the creditors or class of creditors, in each case depending on the circumstances, as are present at a meeting called for such purpose and thereafter sanctioned by the Grand Court of the Cayman Islands. Whilst a
dissenting member has the right to express to the court his view that the transaction for which approval is being sought would not provide the members with a fair value for their shares, it can be expected that the court would approve the
transaction if it is satisfied that (i) the company is not proposing to act illegally or beyond the scope of its corporate authority and the statutory provisions as to majority vote have been complied with, (ii) the members have been
fairly represented at the meeting in question, (iii) the transaction is such as a businessman would reasonably approve and (iv) the transaction is not one that would more properly be sanctioned under some other provisions of the Companies
Act or that would amount to a “fraud on the minority”. If the transaction is approved, no dissenting member would have any rights comparable to the appraisal rights (namely the right to receive payment in cash for the judicially
determined value of his shares), which may be available to dissenting members of corporations in other jurisdictions.
The Companies Act
also contains a statutory power of compulsory acquisition which may facilitate the “squeeze out” of dissentient minority shareholder upon a tender offer. When a tender offer is made and accepted by holders of not less than ninety percent
(90%) in value of the shares affected within four months, the offeror may, within a
two-month
period commencing on the expiration of such four-month period, require the holders of the remaining shares to
transfer such shares to the offeror on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands, but it is unlikely to succeed in the case of an offer which has been so accepted unless there is evidence of fraud, bad
faith or collusion.
If an arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to
appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.
Shareholders’ Suits
In
principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman
Islands, the Cayman Islands court can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) so that a
non-controlling
shareholder may be
permitted to commence a class action against or derivative actions in the name of the company to challenge actions where:
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•
a company acts or proposes to act illegally or ultra vires with respect to the company and is therefore incapable
of ratification by the shareholders;
•
the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple
majority vote that has not been obtained; and
•
those who control the company are perpetrating a “fraud on the minority”.
Indemnification of Directors and Executive Officers and Limitation of Liability
Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification
of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime, or against
the indemnified person’s own dishonesty, wilful default or fraud. Our post-offering memorandum and articles of association provide that every director (including any alternate director), secretary, assistant secretary, or other officer for the
time being and from time to time of our company (but not including our company’s auditors) and the personal representatives of the same (each an “Indemnified Person”) shall be indemnified and secured harmless against all actions,
proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own dishonesty, willful default or fraud, in or about the conduct of our
company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs,
expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere.
This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In
addition, we intend to enter into indemnification agreements with our directors and senior executive officers that will provide such persons with additional indemnification beyond that provided in our post-offering memorandum and articles of
association. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Directors’ Fiduciary Duties
Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders.
This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a
director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the
best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take
precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the
honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a
director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and
therefore it is considered that he owes the following duties to the company — a
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duty to act bona fide in the best interests of the company, a duty not to make a profit based on his or her position as director (unless the company permits him to do so) and a duty not to put
himself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously
considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved
towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.
Shareholder Action by Written Consent
Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its
certificate of incorporation. Our post-offering memorandum and articles of association provide that a resolution in writing signed by all the shareholders for the time being entitled to receive notice of and to attend and vote at general meetings of
the Company (or being corporations by their duly authorized representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.
Shareholder Proposals
Under the
Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of
directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.
The Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any
right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our post-offering memorandum and articles of association allow any one or more of our shareholders holding at the
date of deposit of the requisition shares which carry in aggregate not less than
one-tenth
(1/10) of the total number of votes attaching to all issued and outstanding shares that as at the date of the deposit
carry the right to vote at general meetings of the Company to requisition an extraordinary general meeting of our shareholders, in which case the chairman or a majority of the directors (acting by a resolution of the board) shall forthwith proceed
to convene an extraordinary general meeting. As a Cayman Islands exempted company, we are not obliged by law to call annual general meetings.
Cumulative Voting
Under the
Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of
minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing
such director. As permitted under Cayman Islands law, our post-offering memorandum and articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than
shareholders of a Delaware corporation.
Removal of Directors
Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval
of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our post-offering memorandum and articles of association, directors may be removed by an ordinary resolution, notwithstanding
anything in our memorandum and articles of association or in any agreement between the Company and such director (but without prejudice to any claim for damages under such agreement).
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Transactions with Interested Shareholders
The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the
corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years
following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting stock within the past three years. This
has the effect of limiting the ability of a potential acquirer to make a
two-tiered
bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things,
prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any
potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.
Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware
business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, the directors of the company are required to comply with fiduciary duties which they owe to the
company under Cayman Islands laws, including the duty to ensure that, in their opinion, any such transactions must be entered into bona fide in the best interests of the company, and are entered into for a proper corporate purpose and not with the
effect of constituting a fraud on the minority shareholders.
Dissolution; Winding Up
Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by
shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a
Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.
Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its
members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court,
just and equitable to do so.
Variation of Rights of Shares
Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the
outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under our post-offering memorandum and articles of association, whenever the capital of the Company is divided into different classes the rights attached
to any such class may, subject to any rights or restrictions for the time being attached to any class, only be materially and adversely varied with the consent in writing of the holders of
two-thirds
of the
issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.
Amendment of Governing Documents
Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the
outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. As permitted by Cayman Islands law, our post-offering memorandum and articles of association may only be amended by a special resolution of our
shareholders.
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Rights of
Non-Resident
or Foreign Shareholders
There are no limitations imposed by our post-offering memorandum and articles of association on the rights of
non-resident
or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our post-offering memorandum and articles of association governing the ownership
threshold above which shareholder ownership must be disclosed.
History of Securities Issuances
The following is a summary of our securities issuances in the past three years.
Preferred Shares
On
February 17, 2023, we issued (i) 62,671,716 Series C preferred shares, with par value of US$0.000004 each (the Series C Preferred Shares) to Security AI Limited, (ii) 2,089,057 Series C Preferred Shares to Wisdom Connection III Holding Inc.,
(iii) 2,486,915 Series C Preferred Shares to Mobimagic Wonderful Limited, and (iv) 50,425,519 Series C Preferred Shares to PROTEROZOIC (HK) TECHNOLOGY COMPANY LIMITED, in exchange for the economic interest of KUFI.
Ordinary Shares
On April 29, 2026, in connection with the adoption of our 2026 Equity Incentive Plan and the establishment of the related trust arrangement, we
issued 168,664,930 ordinary shares to Bloom Haven Limited, a British Virgin Islands company, which serves as the trust holding vehicle for purposes of the 2026 Equity Incentive Plan. The trust was established pursuant to a trust deed dated April 29,
2026 entered into between us and KASTLE LIMITED, a company incorporated in Hong Kong, as the original trustee.
Shareholders
Agreement
Our seventh amended and restated shareholders’ agreement currently in effect was entered into on
August 28, 2026 by and among us, our shareholders and certain other parties named therein. This shareholders’ agreement provides our shareholders with certain special rights, including information and inspection rights, board
representation rights, rights of participation and transfer restrictions, as well as certain protective provisions and confidentiality-related obligations. Except for the registration rights described below, all such special rights and corporate
governance provisions will terminate upon the completion of a qualified public offering as defined in the seventh amended and restated shareholders’ agreement. Our obligations with respect to demand, piggyback and Form
F-3
registrations will terminate on the fifth (5th) anniversary of the completion of this offering.
Demand Registration Rights.
Holders of at least thirty percent of the then outstanding registrable securities may, at any time
after the earlier of (i) December 31, 2027 or (ii) six months following the qualified initial public offering as defined under the seventh amended and restated shareholders’ agreement, subject to the expiration of any longer
lock-up period applicable to the relevant holder under any lock-up agreement or undertaking given by such holder, request in writing that we file a registration statement under the Securities Act to register at least twenty percent of the then
outstanding registrable securities. Within ten business days after receiving such request, we must notify all other holders and use our best efforts to effect the requested registration, including the registrable securities of any holders who elect
to participate by providing written notice within twenty days after receiving our notice, subject to certain limitations. We are not required to effect a demand registration if we have completed a registration pursuant to a demand or Form
F-3
registration, or one in which holders had an opportunity to participate through piggyback rights, within the preceding six months. We are not obligated to effect more than two (2) demand registrations. We
may defer a demand registration for up to ninety (90) days if our chief executive officer furnishes a certificate stating that such registration would be materially detrimental to us and our shareholders.
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Piggyback Registration Rights.
If we propose to register any of our equity
securities for our own account or for the account of other security holders (excluding registrations relating to a qualified public offering or any initial public offering duly approved by the requisite shareholders, employee benefit plans,
corporate reorganizations, or registrations initiated under the demand and Form
F-3
rights described above and below), we must notify all holders of registrable securities at least 30 days prior to filing the
registration statement. Each holder may elect to include all or part of its registrable securities in the registration by providing written notice within 20 days after receiving our notice. Holders who decline to participate in a registration will
retain the right to include their registrable securities in any subsequent registration, subject to the terms of the shareholders’ agreement. Piggyback registrations do not count as demand registrations, and there is no limit on the number of
piggyback rights a holder may exercise.
Form
F-3
(or Form
S-3)
Registration Rights.
Holders of a majority of the outstanding registrable securities may request that we register their registrable securities on Form
F-3
or Form
S-3
(or an equivalent form outside the United States) when such forms are available to us. Upon receiving such a request, we must promptly notify all other holders, and, as soon as practicable, effect
the registration to permit the sale and distribution of the registrable securities specified in the request, including those of any holder who elects to participate by providing notice within 20 days after receiving our notice. We are not required
to effect a Form
F-3
registration under certain circumstances specified in the seventh amended and restated shareholders’ agreement.
Registration Expenses.
We will bear all registration expenses incurred in connection with registrations effected pursuant to the
demand, piggyback, and Form
F-3
registration rights, subject to certain cap amount and exemptions.
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DESCRIPTION OF AMERICAN DEPOSITARY SHARES
Citibank, N.A. has agreed to act as the depositary for the American Depositary Shares. Citibank’s depositary offices are located at 388
Greenwich Street, New York, New York 10013. American Depositary Shares are frequently referred to as “ADSs” and represent ownership interests in securities that are on deposit with the depositary. ADSs may be represented by certificates
that are commonly known as “American Depositary Receipts” or “ADRs.” The depositary typically appoints a custodian to safekeep the securities on deposit. In this case, the custodian is Citibank, N.A. — Hong Kong,
located at 9/F, Citi Tower, One Bay East, 83 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong.
We will appoint Citibank as depositary pursuant
to a deposit agreement. A copy of the deposit agreement is on file with the SEC under cover of a Registration Statement on Form
F-6.
You may obtain a copy of the deposit agreement from the SEC’s Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549 and from the SEC’s website (
www.sec.gov
). Please refer to Registration Number
333-    when
retrieving such
copy.
We are providing you with a summary description of the material terms of the ADSs and of your material rights as an owner of ADSs.
Please remember that summaries by their nature lack the precision of the information summarized and that the rights and obligations of an owner of ADSs will be determined by reference to the terms of the deposit agreement and not by this summary. We
urge you to review the deposit agreement in its entirety. The portions of this summary description that are italicized describe matters that may be relevant to the ownership of ADSs but that may not be contained in the deposit agreement.
Each ADS represents the right to receive, and to exercise the beneficial ownership interests in,      ordinary shares
that are on deposit with the depositary and/or custodian. An ADS also represents the right to receive, and to exercise the beneficial interests in, any other property received by the depositary or the custodian on behalf of the owner of the ADS but
that has not been distributed to the owners of ADSs because of legal restrictions or practical considerations. We and the depositary may agree to change the
ADS-to-Share
ratio by amending the deposit agreement. This amendment may give rise to, or change, the depositary fees payable by ADS owners. The custodian, the depositary and their respective nominees will hold all deposited property for the benefit of the
holders and beneficial owners of ADSs. The deposited property does not constitute the proprietary assets of the depositary, the custodian or their nominees. Beneficial ownership in the deposited property will under the terms of the deposit agreement
be vested in the beneficial owners of the ADSs. The depositary, the custodian and their respective nominees will be the record holders of the deposited property represented by the ADSs for the benefit of the holders and beneficial owners of the
corresponding ADSs. A beneficial owner of ADSs may or may not be the holder of ADSs. Beneficial owners of ADSs will be able to receive, and to exercise beneficial ownership interests in, the deposited property only through the registered holders of
the ADSs, the registered holders of the ADSs (on behalf of the applicable ADS owners) only through the depositary, and the depositary (on behalf of the owners of the corresponding ADSs) directly, or indirectly, through the custodian or their
respective nominees, in each case upon the terms of the deposit agreement.
If you become an owner of ADSs, you will become a party to the
deposit agreement and therefore will be bound to its terms and to the terms of any ADR that represents your ADSs. The deposit agreement and the ADR specify our rights and obligations as well as your rights and obligations as an owner of ADSs and
those of the depositary. As an ADS holder you appoint the depositary to act on your behalf in certain circumstances. The deposit agreement and the ADRs are governed by New York law. However, our obligations to the holders of ordinary shares will
continue to be governed by the laws of the Cayman Islands, which may be different from the laws in the United States.
In addition,
applicable laws and regulations may require you to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. You are solely responsible for complying with such reporting requirements and obtaining such approvals.
Neither the depositary, the custodian, us or any of their or our
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respective agents or affiliates shall be required to take any actions whatsoever on your behalf to satisfy such reporting requirements or obtain such regulatory approvals under applicable laws
and regulations.
As an owner of ADSs, we will not treat you as one of our shareholders and you will not have direct shareholder
rights. The depositary will hold on your behalf the shareholder rights attached to the ordinary shares underlying your ADSs. As an owner of ADSs you will be able to exercise the shareholders rights for the ordinary shares represented by your ADSs
through the depositary only to the extent contemplated in the deposit agreement. To exercise any shareholder rights not contemplated in the deposit agreement you will, as an ADS owner, need to arrange for the cancellation of your ADSs and become a
direct shareholder.
The manner in which you own the ADSs (e.g., in a brokerage account vs. as registered holder, or as holder of
certificated vs. uncertificated ADSs) may affect your rights and obligations, and the manner in which, and extent to which, the depositary’s services are made available to you. As an owner of ADSs, you may hold your ADSs either by means of an
ADR registered in your name, through a brokerage or safekeeping account, or through an account established by the depositary in your name reflecting the registration of uncertificated ADSs directly on the books of the depositary (commonly referred
to as the “direct registration system” or “DRS”). The direct registration system reflects the uncertificated (book-entry) registration of ownership of ADSs by the depositary. Under the direct registration system, ownership of
ADSs is evidenced by periodic statements issued by the depositary to the holders of the ADSs. The direct registration system includes automated transfers between the depositary and The Depository Trust Company (“DTC”), the central
book-entry clearing and settlement system for equity securities in the United States. If you decide to hold your ADSs through your brokerage or safekeeping account, you must rely on the procedures of your broker or bank to assert your rights as ADS
owner. Banks and brokers typically hold securities such as the ADSs through clearing and settlement systems such as DTC. The procedures of such clearing and settlement systems may limit your ability to exercise your rights as an owner of ADSs.
Please consult with your broker or bank if you have any questions concerning these limitations and procedures. All ADSs held through DTC will be registered in the name of a nominee of DTC. This summary description assumes you have opted to own the
ADSs directly by means of an ADS registered in your name and, as such, we will refer to you as the “holder.” When we refer to “you,” we assume the reader owns ADSs and will own ADSs at the relevant time.
The registration of the ordinary shares in the name of the depositary or the custodian shall, to the maximum extent permitted by applicable
law, vest in the depositary or the custodian the record ownership in the applicable ordinary shares with the beneficial ownership rights and interests in such ordinary shares being at all times vested with the beneficial owners of the ADSs
representing the ordinary shares. The depositary or the custodian shall at all times be entitled to exercise the beneficial ownership rights in all deposited property, in each case only on behalf of the holders and beneficial owners of the ADSs
representing the deposited property.
Dividends and Distributions
As a holder of ADSs, you generally have the right to receive the distributions we make on the securities deposited with the custodian. Your
receipt of these distributions may be limited, however, by practical considerations and legal limitations. Holders of ADSs will receive such distributions under the terms of the deposit agreement in proportion to the number of ADSs held as of the
specified record date, after deduction of the applicable fees, taxes and expenses.
Distributions of Cash
Whenever we make a cash distribution for the securities on deposit with the custodian, we will deposit the funds with the custodian. Upon
receipt of confirmation of the deposit of the requisite funds, the depositary will arrange for the funds received in a currency other than U.S. dollars to be converted into U.S. dollars and for the distribution of the U.S. dollars to the holders,
subject to the laws and regulations of the Cayman Islands.
The conversion into U.S. dollars will take place only if practicable and if
the U.S. dollars are transferable to the United States. The depositary will apply the same method for distributing the proceeds of the sale of any property (such as undistributed rights) held by the custodian in respect of securities on deposit.
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The distribution of cash will be made net of the fees, expenses, taxes and governmental
charges payable by holders under the terms of the deposit agreement. The depositary will hold any cash amounts it is unable to distribute in a
non-interest
bearing account for the benefit of the applicable
holders and beneficial owners of ADSs until the distribution can be effected or the funds that the depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States.
Distributions of Shares
Whenever we make
a free distribution of ordinary shares for the securities on deposit with the custodian, we will deposit the applicable number of ordinary shares with the custodian. Upon receipt of confirmation of such deposit, the depositary will either distribute
to holders new ADSs representing the ordinary shares deposited or modify the
ADS-to-ordinary
shares ratio, in which case each ADS you hold will represent rights and
interests in the additional ordinary shares so deposited. Only whole new ADSs will be distributed. Fractional entitlements will be sold and the proceeds of such sale will be distributed as in the case of a cash distribution.
The distribution of new ADSs or the modification of the
ADS-to-ordinary
shares ratio upon a distribution of ordinary shares will be made net of the fees, expenses, taxes and governmental charges payable by holders under the
terms of the deposit agreement. In order to pay such taxes or governmental charges, the depositary may sell all or a portion of the new ordinary shares so distributed.
No such distribution of new ADSs will be made if it would violate a law (
e.g.
, the U.S. securities laws) or if it is not operationally
practicable. If the depositary does not distribute new ADSs as described above, it may sell the ordinary shares received upon the terms described in the deposit agreement and will distribute the proceeds of the sale as in the case of a distribution
of cash.
Distributions of Rights
Whenever we intend to distribute rights to subscribe for additional ordinary shares, we will give prior notice to the depositary and we will
assist the depositary in determining whether it is lawful and reasonably practicable to distribute rights to subscribe for additional ADSs to holders.
The depositary will establish procedures to distribute rights to subscribe for additional ADSs to holders and to enable such holders to
exercise such rights if it is lawful and reasonably practicable to make the rights available to holders of ADSs, and if we provide all of the documentation contemplated in the deposit agreement (such as opinions to address the lawfulness of the
transaction). You may have to pay fees, expenses, taxes and other governmental charges to subscribe for the new ADSs upon the exercise of your rights. The depositary is not obligated to establish procedures to facilitate the distribution and
exercise by holders of rights to subscribe for new ordinary shares other than in the form of ADSs.
The depositary will not distribute the
rights to you if:
•
We do not timely request that the rights be distributed to you or we request that the rights not be distributed
to you; or
•
We fail to deliver satisfactory documents to the depositary; or
•
It is not reasonably practicable to distribute the rights.
The depositary will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The proceeds
of such sale will be distributed to holders as in the case of a cash distribution. If the depositary is unable to sell the rights, it will allow the rights to lapse.
Elective Distributions
Whenever we
intend to distribute a dividend payable at the election of shareholders either in cash or in additional shares, we will give prior notice thereof to the depositary and will indicate whether we wish the
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elective distribution to be made available to you. In such case, we will assist the depositary in determining whether such distribution is lawful and reasonably practicable.
The depositary will make the election available to you only if it is reasonably practicable and if we have provided all of the documentation
contemplated in the deposit agreement. In such case, the depositary will establish procedures to enable you to elect to receive either cash or additional ADSs, in each case as described in the deposit agreement.
If the election is not made available to you, you will receive either cash or additional ADSs, depending on what a shareholder in the Cayman
Islands would receive upon failing to make an election, as more fully described in the deposit agreement.
Other Distributions
Whenever we intend to distribute property other than cash, ordinary shares or rights to subscribe for additional ordinary shares, we will
notify the depositary in advance and will indicate whether we wish such distribution to be made to you. If so, we will assist the depositary in determining whether such distribution to holders is lawful and reasonably practicable.
If it is reasonably practicable to distribute such property to you and if we provide to the depositary all of the documentation contemplated
in the deposit agreement, the depositary will distribute the property to the holders in a manner it deems practicable.
The distribution
will be made net of fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes and governmental charges, the depositary may sell all or a portion of the property received.
The depositary will
not
distribute the property to you and will sell the property if:
•
We do not request that the property be distributed to you or if we request that the property not be distributed
to you; or
•
We do not deliver satisfactory documents to the depositary; or
•
The depositary determines that all or a portion of the distribution to you is not reasonably practicable.
The proceeds of such a sale will be distributed to holders as in the case of a cash distribution.
Redemption
Whenever we decide to redeem
any of the securities on deposit with the custodian, we will notify the depositary in advance. If it is practicable and if we provide all of the documentation contemplated in the deposit agreement, the depositary will provide notice of the
redemption to the holders.
The custodian will be instructed to surrender the shares being redeemed against payment of the applicable
redemption price. The depositary will convert into U.S. dollars upon the terms of the deposit agreement the redemption funds received in a currency other than U.S. dollars and will establish procedures to enable holders to receive the net proceeds
from the redemption upon surrender of their ADSs to the depositary. You may have to pay fees, expenses, taxes and other governmental charges upon the redemption of your ADSs. If less than all ADSs are being redeemed, the ADSs to be retired will be
selected by lot or on a
pro rata
basis, as the depositary may determine.
Changes Affecting Ordinary Shares
The ordinary shares held on deposit for your ADSs may change from time to time. For example, there may be a change in nominal or par value,
split-up,
cancellation, consolidation or any other reclassification of such ordinary shares or a recapitalization, reorganization, merger, consolidation or sale of assets of the Company.
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If any such change were to occur, your ADSs would, to the extent permitted by law and the
deposit agreement, represent the right to receive the property received or exchanged in respect of the ordinary shares held on deposit. The depositary may in such circumstances deliver new ADSs to you, amend the deposit agreement, the ADRs and the
applicable Registration Statement(s) on Form
F-6,
call for the exchange of your existing ADSs for new ADSs and take any other actions that are appropriate to reflect as to the ADSs the change affecting the
Shares. If the depositary may not lawfully distribute such property to you, the depositary may sell such property and distribute the net proceeds to you as in the case of a cash distribution.
Issuance of ADSs Upon Deposit of Ordinary Shares
Upon completion of the offering, the ordinary shares being offered pursuant to the prospectus will be deposited by us with the custodian. Upon
receipt of confirmation of such deposit, the depositary will issue ADSs to the underwriters named in the prospectus.
After the closing of
the offer, the depositary may create ADSs on your behalf if you or your broker deposit ordinary shares with the custodian. The depositary will deliver these ADSs to the person you indicate only after you pay any applicable issuance fees and any
charges and taxes payable for the transfer of the ordinary shares to the custodian. Your ability to deposit ordinary shares and receive ADSs may be limited by U.S. and Cayman Islands legal considerations applicable at the time of deposit.
The depositary shall instruct the custodian not to, and the depositary and the custodian shall not knowingly, accept for deposit a number of
ordinary shares which upon application of the ADS to ordinary share ratio would give rise to fractional ADSs.
The issuance of ADSs may be
delayed until the depositary or the custodian receives confirmation that all required approvals have been given and that the ordinary shares have been duly transferred to the custodian. The depositary will only issue ADSs in whole numbers.
When you make a deposit of ordinary shares, you will be responsible for transferring good and valid title to the depositary. As such, you will
be deemed to represent and warrant that:
•
The ordinary shares are duly authorized, validly issued, fully paid,
non-assessable
and legally obtained.
•
All preemptive (and similar) rights, if any, with respect to such ordinary shares have been validly waived or
exercised.
•
You are duly authorized to deposit the ordinary shares.
•
The ordinary shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge,
mortgage or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, “restricted securities” (as defined in the deposit agreement).
•
The ordinary shares presented for deposit have not been stripped of any rights or entitlements.
If any of the representations or warranties are incorrect in any way, we and the depositary may, at your cost and
expense, take any and all actions necessary to correct the consequences of the misrepresentations.
Transfer, Combination and Split Up of ADRs
As an ADR holder, you will be entitled to transfer, combine or split up your ADRs and the ADSs evidenced thereby. For transfers of ADRs, you
will have to surrender the ADRs to be transferred to the depositary and also must:
•
ensure that the surrendered ADR is properly endorsed or otherwise in proper form for transfer;
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•
provide such proof of identity and genuineness of signatures as the depositary deems appropriate;
•
provide any transfer stamps required by the State of New York or the United States; and
•
pay all applicable fees, charges, expenses, taxes and other government charges payable by ADR holders pursuant to
the terms of the deposit agreement, upon the transfer of ADRs.
To have your ADRs either combined or split up, you must
surrender the ADRs in question to the depositary with your request to have them combined or split up, and you must pay all applicable fees, charges and expenses payable by ADR holders, pursuant to the terms of the deposit agreement, upon a
combination or split up of ADRs.
Withdrawal of Ordinary Shares Upon Cancellation of ADSs
As a holder, you will be entitled to present your ADSs to the depositary for cancellation and then receive the corresponding number of
underlying ordinary shares at the custodian’s offices. Your ability to withdraw the ordinary shares held in respect of the ADSs may be limited by U.S. and Cayman Islands legal considerations applicable at the time of withdrawal. In order to
withdraw the ordinary shares represented by your ADSs, you will be required to pay to the depositary the fees for cancellation of ADSs and any charges and taxes payable upon the transfer of the ordinary shares. You assume the risk for delivery of
all funds and securities upon withdrawal. Once canceled, the ADSs will not have any rights under the deposit agreement.
If you hold ADSs
registered in your name, the depositary may ask you to provide proof of identity and genuineness of any signature and such other documents as the depositary may deem appropriate before it will cancel your ADSs. The withdrawal of the ordinary shares
represented by your ADSs may be delayed until the depositary receives satisfactory evidence of compliance with all applicable laws and regulations. Please keep in mind that the depositary will only accept ADSs for cancellation that represent a whole
number of securities on deposit.
You will have the right to withdraw the securities represented by your ADSs at any time except for:
•
Temporary delays that may arise because (i) the transfer books for the ordinary shares or ADSs are closed,
or (ii) ordinary shares are immobilized on account of a shareholders’ meeting or a payment of dividends.
•
Obligations to pay fees, taxes and similar charges.
•
Restrictions imposed because of laws or regulations applicable to ADSs or the withdrawal of securities on
deposit.
The deposit agreement may not be modified to impair your right to withdraw the securities represented by your
ADSs except to comply with mandatory provisions of law.
The depositary will not accept for surrender ADSs representing less than one
(1) ordinary share. In the case of delivery for cancellation to the depositary of ADSs representing a number other than a whole number of ordinary shares, the depositary shall cause ownership of the appropriate whole number of ordinary share(s)
to be delivered to, for, or at the instruction of the person surrendering the ADSs in accordance with the terms of the deposit agreement, and will, at its discretion, either (i) return to the person surrendering such ADSs the number of ADSs
representing any remaining fractional ordinary share(s), or (ii) sell or cause to be sold the fractional ordinary share(s) represented by the ADSs so surrendered and remit the proceeds of such sale (net of (a) applicable fees and charges
of, and expenses incurred by, the depositary and (b) taxes deducted or withheld) to the person surrendering the ADSs.
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Voting Rights
As a holder, you generally have the right under the deposit agreement to instruct the depositary to exercise the voting rights for the ordinary
shares represented by your ADSs. The voting rights of holders of ordinary shares are described in “Description of Share Capital”.
At our request, the depositary will distribute to you any notice of shareholders’ meeting received from us together with information
explaining how to instruct the depositary to exercise the voting rights of the securities represented by ADSs. In lieu of distributing such materials, the depositary may distribute to holders of ADSs instructions on how to retrieve such materials
upon request.
If the depositary timely receives voting instructions from a holder of ADSs, it will endeavor to vote the securities (in
person or by proxy) represented by the holder’s ADSs in accordance with such voting instructions as follows:
•
In the event of voting by show of hands
, the depositary will vote (or cause the custodian to vote) all
ordinary shares held on deposit at that time in accordance with the voting instructions received from a majority of holders of ADSs who provide timely voting instructions.
•
In the event of voting by poll
, the depositary will vote (or cause the Custodian to vote) the ordinary
shares held on deposit in accordance with the voting instructions received from the holders of ADSs.
Securities for
which no voting instructions have been received will not be voted (except as otherwise contemplated in the deposit agreement). Please note that the ability of the depositary to carry out voting instructions may be limited by practical and legal
limitations and the terms of the securities on deposit. We cannot assure you that you will receive voting materials in time to enable you to return voting instructions to the depositary in a timely manner.
Fees and Charges
As an ADS holder, you
will be required to pay the following fees (some of which may be cumulative) under the terms of the deposit agreement:
Service
Fees
•
Issuance of ADSs (e.g., an issuance of ADS upon a deposit of ordinary shares, upon a change in the
ADS(s)-to-ordinary
shares ratio, ADS conversions, or for any other reason), excluding ADS issuances as a result of distributions of ordinary shares)
•
Up to U.S.5¢ per ADS issued
•
Cancellation of ADSs (e.g., a cancellation of ADSs for delivery of deposited property, upon a change in the
ADS(s)-to-ordinary
shares ratio, ADS conversions, upon termination of the deposit agreement, or for any other reason)
•
Up to U.S.5¢ per ADS cancelled
•
Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements)
•
Up to U.S.5¢ per ADS held
•
Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional
ADSs
•
Up to U.S.5¢ per ADS held
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Service
Fees
•
Distribution of financial instruments, including, without limitation, securities other than ADSs or rights to purchase additional ADSs (e.g., upon a
spin-off
and contingent value rights)
•
Up to U.S.5¢ per ADS held
•
ADS Services
•
Up to U.S.5¢ per ADS held on the applicable record date(s) established by the depositary
•
Registration of ADS transfers (e.g., upon a registration of the transfer of registered ownership of ADSs, upon a transfer of ADSs into DTC and
vice versa
, or for any other reason)
•
Up to U.S.5¢ per ADS (or fraction thereof) transferred
•
Conversion of ADSs of one series for ADSs of another series (e.g., upon conversion of Partial Entitlement ADSs for Full Entitlement ADSs, or upon
conversion of Restricted ADSs (each as defined in the deposit agreement) into freely transferable ADSs, and
vice versa
or conversion of ADSs for unsponsored American Depositary Shares (e.g., upon termination of the deposit
agreement)).
•
Up to U.S.5¢ per ADS (or fraction thereof) converted
As an ADS holder you will also be responsible to pay certain charges (some of which may be cumulative) such
as:
•
taxes (including applicable interest and penalties) and other governmental charges;
•
the registration fees as may from time to time be in effect for the registration of ordinary shares on the share
register and applicable to transfers of ordinary shares to or from the name of the custodian, the depositary or any nominees upon the making of deposits and withdrawals, respectively;
•
certain SWIFT, cable, telex and facsimile transmission and delivery expenses;
•
the fees, expenses, spreads, taxes and other charges of the depositary and/or service providers (which may be a
division, branch or affiliate of the depositary) in the conversion of foreign currency;
•
the reasonable and customary
out-of-pocket
expenses incurred by the depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to the
ordinary shares, ADSs and ADRs;
•
the fees, charges, costs and expenses incurred by the depositary, the custodian, or any nominee in connection
with the ADR program; and
•
the amounts payable to the depositary by any party to the deposit agreement pursuant to any ancillary agreement
to the deposit agreement in respect of the ADR program, the ADSs, and the ADRs.
ADS fees and charges for (i) the
issuance of ADSs, and (ii) the cancellation of ADSs are charged to the person for whom the ADSs are issued (in the case of ADS issuances) and to the person for whom ADSs are cancelled (in the case of ADS cancellations). In the case of ADSs
issued by the depositary into DTC, the ADS issuance and cancellation fees and charges may be deducted from distributions made through DTC, and may be charged to the DTC participant(s) receiving the ADSs being issued or the DTC participant(s) holding
the ADSs being cancelled, as the case may be, on behalf of the beneficial owner(s) and will be charged by the DTC participant(s) to the account of the applicable beneficial owner(s) in accordance with the procedures and practices of the DTC
participants as in effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are charged to the holders as of the applicable ADS record date. In the case of distributions of
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cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee,
holders as of the ADS record date will be invoiced for the amount of the ADS fees and charges and such ADS fees and charges may be deducted from distributions made to holders of ADSs. For ADSs held through DTC, the ADS fees and charges for
distributions other than cash and the ADS service fee may be deducted from distributions made through DTC, and may be charged to the DTC participants in accordance with the procedures and practices prescribed by DTC and the DTC participants in turn
charge the amount of such ADS fees and charges to the beneficial owners for whom they hold ADSs. In the case of (i) registration of ADS transfers, the ADS transfer fee will be payable by the ADS Holder whose ADSs are being transferred or by the
person to whom the ADSs are transferred, and (ii) conversion of ADSs of one series for ADSs of another series (which may entail the cancellation, issuance and transfer of ADSs and the conversion of ADSs from one series to another series), the
applicable ADS issuance, cancellation, transfer and conversion fees will be payable by the Holder whose ADSs are converted or by the person to whom the converted ADSs are delivered.
In the event of refusal to pay the depositary fees, the depositary may, under the terms of the deposit agreement, refuse the requested service
until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder. Certain depositary fees and charges (such as the ADS services fee) may become payable shortly after the closing of the ADS
offering. Note that the fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary. You will receive prior notice of such changes. The depositary may reimburse us for certain expenses incurred by us
in respect of the ADR program, by making available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as we and the depositary agree from time to time.
Amendments and Termination
We may agree
with the depositary to modify the deposit agreement at any time without your consent. We undertake to give holders 30 days’ prior notice of any modifications that would materially prejudice any of their substantial rights under the deposit
agreement. We will not consider to be materially prejudicial to your substantial rights any modifications or supplements that are reasonably necessary for the ADSs to be registered under the Securities Act or to be eligible for book-entry
settlement, in each case without imposing or increasing the fees and charges you are required to pay. In addition, we may not be able to provide you with prior notice of any modifications or supplements that are required to accommodate compliance
with applicable provisions of law.
You will be bound by the modifications to the deposit agreement if you continue to hold your ADSs
after the modifications to the deposit agreement become effective. The deposit agreement cannot be amended to prevent you from withdrawing the ordinary shares represented by your ADSs (except as permitted by law).
We have the right to direct the depositary to terminate the deposit agreement. Similarly, the depositary may in certain circumstances on its
own initiative terminate the deposit agreement. In either case, the depositary must give notice to the holders at least 30 days before termination. Until termination, your rights under the deposit agreement will be unaffected.
After termination, the depositary will continue to collect distributions received (but will not distribute any such property until you request
the cancellation of your ADSs) and may sell the securities held on deposit. After the sale, the depositary will hold the proceeds from such sale and any other funds then held for the holders of ADSs in a
non-interest
bearing account. At that point, the depositary will have no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding (after deduction
of applicable fees, taxes and expenses).
In connection with any termination of the deposit agreement, the depositary may independently
and without the need for any action by the Company, make available to holders of ADSs a means to elect to retain their
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interests in the deposited securities represented by their ADSs by means of an elective or mandatory conversion of ADSs for unsponsored American depositary shares issued as part of an unsponsored
American depositary shares program to be established by the depositary in respect of the deposited securities, upon such terms and conditions as the depositary may deem reasonably practicable and appropriate, subject however, in each case, to
(i) the limitations of the laws of the Cayman Islands, (ii) satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, (iii) the depositary giving notice of
such elective or mandatory conversion to the holders of ADSs at least thirty (30) days prior to the termination date, and (iv) receipt by the depositary of the applicable ADSs for cancellation and payment of the applicable taxes and the
ADS fees and charges of, and reimbursement of the applicable expenses incurred by, the depositary.
Books of Depositary
The depositary will maintain ADS holder records at its depositary office. You may inspect such records at such office during regular business
hours but solely for the purpose of communicating with other holders in the interest of business matters relating to the ADSs and the deposit agreement.
The depositary will maintain in New York facilities to record and process the issuance, cancellation, combination,
split-up
and transfer of ADSs. These facilities may be closed from time to time, to the extent not prohibited by law.
Limitations on Obligations and Liabilities
The deposit agreement limits our obligations and the depositary’s obligations to you. Please note the following:
•
We and the depositary are obligated only to take the actions specifically stated in the deposit agreement without
negligence or bad faith.
•
The depositary disclaims any liability for any failure to carry out voting instructions, for any manner in which
a vote is cast or for the effect of any vote, provided it acts in good faith and in accordance with the terms of the deposit agreement.
•
The depositary disclaims any liability for any failure to determine the lawfulness or practicality of any action,
for the content of any document forwarded to you on our behalf or for the accuracy of any translation of such a document, for the investment risks associated with investing in the ordinary shares, for the validity or worth of the ordinary shares,
for any financial transaction entered into by any person in respect of the ADSs or any Deposited Property, for any tax consequences that result from the ownership of, or any transaction involving, ADSs, for the credit-worthiness of any third party,
for allowing any rights to lapse under the terms of the deposit agreement, for the timeliness of any of our notices or for our failure to give notice.
•
We and the depositary will not be obligated to perform any act that is inconsistent with the terms of the deposit
agreement.
•
We and the depositary disclaim any liability if we or the depositary are prevented or forbidden from or subject
to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the deposit agreement, by reason of any provision, present or future of any law or regulation, or by reason of
present or future provision of any provision of our memorandum and articles of association, or any provision of or governing the securities on deposit, or by reason of any act of God or war or other circumstances beyond our control.
•
We and the depositary disclaim any liability by reason of any exercise of, or failure to exercise, any discretion
provided for in the deposit agreement or in our memorandum and articles of association or in any provisions of or governing the securities on deposit.
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•
We and the depositary further disclaim any liability for any action or inaction in reliance on the advice or
information received from legal counsel, accountants, any person presenting Shares for deposit, any holder of ADSs or authorized representatives thereof, or any other person believed by either of us in good faith to be competent to give such advice
or information.
•
We and the depositary also disclaim liability for the inability by a holder to benefit from any distribution,
offering, right or other benefit that is made available to holders of the ordinary shares but is not, under the terms of the deposit agreement, made available to you.
•
We and the depositary may rely without any liability upon any written notice, request or other document believed
to be genuine and to have been signed or presented by the proper parties.
•
We and the depositary also disclaim liability for any consequential or punitive damages for any breach of the
terms of the deposit agreement.
•
No disclaimer of any Securities Act liability is intended by any provision of the deposit agreement.
•
Nothing in the deposit agreement gives rise to a partnership or joint venture, or establishes a fiduciary
relationship, among us, the depositary and you as ADS holder.
•
Nothing in the deposit agreement precludes Citibank (or its affiliates) from engaging in transactions in which
parties adverse to us or the ADS owners have interests, and nothing in the deposit agreement obligates Citibank to disclose those transactions, or any information obtained in the course of those transactions, to us or to the ADS owners, or to
account for any payment received as part of those transactions.
As the above limitations relate to our obligations
and the depositary’s obligations to you under the deposit agreement, we believe that, as a matter of construction of the clause, such limitations would likely to continue to apply to ADS holders who withdraw the ordinary shares from the ADS
facility with respect to obligations or liabilities incurred under the deposit agreement before the cancellation of the ADSs and the withdrawal of the ordinary shares, and such limitations would most likely not apply to ADS holders who withdraw the
ordinary shares from the ADS facility with respect to obligations or liabilities incurred after the cancellation of the ADSs and the withdrawal of the ordinary shares and not under the deposit agreement.
In any event, you will not be deemed, by agreeing to the terms of the deposit agreement, to have waived our or the depositary’s
compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder. In fact, you cannot waive our or the depositary’s compliance with U.S. federal securities laws and the rules and regulations promulgated
thereunder.
Taxes
You will be
responsible for the taxes and other governmental charges payable on the ADSs and the securities represented by the ADSs. We, the depositary and the custodian may deduct from any distribution the taxes and governmental charges payable by holders and
may sell any and all property on deposit to pay the taxes and governmental charges payable by holders. You will be liable for any deficiency if the sale proceeds do not cover the taxes that are due.
The depositary may refuse to issue ADSs, to deliver, transfer, split and combine ADRs or to release securities on deposit until all taxes and
charges are paid by the applicable holder. The depositary and the custodian may take, at its own discretion, reasonable administrative actions to obtain tax refunds and reduced tax withholding for any distributions on your behalf. However, you may
be required to provide to the depositary and to the custodian proof of taxpayer status and residence and such other information as the depositary and the custodian may require to fulfill legal obligations. You are required to indemnify us, the
depositary and the custodian for any claims by any governmental authority with respect to any and all taxes, additions to tax, penalties and interest.
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Foreign Currency Conversion
The depositary will arrange for the conversion of all foreign currency received into U.S. dollars if such conversion is practical, and it will
distribute the U.S. dollars in accordance with the terms of the deposit agreement. You may have to pay fees and expenses incurred in converting foreign currency, such as fees and expenses incurred in complying with currency exchange controls and
other governmental requirements.
If the conversion of foreign currency is not practical or lawful, or if any required approvals are
denied or not obtainable at a reasonable cost or within a reasonable period, the depositary may take the following actions in its discretion:
•
Convert the foreign currency to the extent practical and lawful and distribute the U.S. dollars to the holders
for whom the conversion and distribution is lawful and practical.
•
Distribute the foreign currency to holders for whom the distribution is lawful and practical.
•
Hold the foreign currency (without liability for interest) for the applicable holders.
Governing Law/Waiver of Jury Trial
The
deposit agreement, the ADRs and the ADSs will be interpreted in accordance with the laws of the State of New York. The rights of holders of ordinary shares (including ordinary shares represented by ADSs) are governed by the laws of the Cayman
Islands.
As an owner of ADSs, you irrevocably agree that any legal action arising out of the deposit agreement, the ADSs or the ADRs,
involving the Company or the depositary, may only be instituted in a state or federal court in the city of New York.
AS A PARTY TO THE
DEPOSIT AGREEMENT, YOU IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF THE DEPOSIT AGREEMENT OR THE ADRs AGAINST US AND/OR THE DEPOSITARY.
The deposit agreement provides that, to the extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have
against us or the depositary arising out of or relating to our ordinary shares, the ADSs or the deposit agreement, including any claim under U.S. federal securities laws. If we or the depositary opposed a jury trial demand based on the waiver, the
court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable case law. However, you will not be deemed, by agreeing to the terms of the deposit agreement, to have waived our or
the depositary’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder.
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SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this offering and the concurrent private placement,    ADSs will be issued and outstanding,
representing     ordinary shares, or approximately    % of our issued and outstanding ordinary shares, assuming the underwriters do not exercise their option to purchase additional ADSs. All of the
ADSs sold in this offering will be freely transferable by persons other than our “affiliates” without restriction or further registration under the Securities Act. Sales of substantial amounts of the ADSs in the public market could
adversely affect prevailing market prices of the ADSs. Prior to this offering, there has been no public market for our ordinary shares or the ADSs, and while the [ADSs have been approved for listing on the NYSE], we cannot assure you that a regular
trading market will develop in the ADSs.
Lock-up
Agreements
[We, our directors, executive officers, our existing shareholders and the concurrent private placement investor have agreed, subject to some
exceptions, not to transfer or dispose of, directly or indirectly, any of our ordinary shares, or the ADSs, or any securities convertible into or exchangeable or exercisable for our ordinary shares, or the ADSs, for a period of 365 days after the
date of this prospectus. After the expiration of the
365-day
period, the ordinary shares or ADSs held by our directors, executive officers and our existing shareholders may be sold subject to the restrictions
under Rule 144 under the Securities Act or by means of registered public offerings.]
Rule 144
All of our ordinary shares issued and outstanding prior to this offering as well as our ordinary shares to be issued in the concurrent private
placement are “restricted shares” as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or
pursuant to an exemption from the registration requirements. Under Rule 144 as currently in effect, a person who has beneficially owned our restricted shares for at least six months is generally entitled to sell the restricted securities
without registration under the Securities Act beginning 90 days after the date of this prospectus, subject to certain additional restrictions.
Our affiliates may sell within any three-month period a number of restricted shares that does not exceed the greater of the following:
•
1% of the then-issued and outstanding ordinary shares of the same class, including ordinary shares represented by
ADSs, which will equal approximately    ordinary shares immediately after this offering, assuming the underwriters do not exercise their option to purchase additional ADSs and we issue and
sell    ordinary shares in the concurrent private placements, calculated based on the initial offering price of US$     per ADS; or
•
the average weekly trading volume of the ADSs on the NYSE during the four calendar weeks preceding the date on
which notice of the sale is filed with the SEC.
Affiliates who sell restricted securities under Rule 144 may not
solicit orders or arrange for the solicitation of orders, and they are also subject to notice requirements and the availability of current public information about us.
Persons who are not our affiliates are only subject to one of these additional restrictions, the requirement of the availability of current
public information about us, and this additional restriction does not apply if they have beneficially owned our restricted shares for more than one year.
Rule 701
In general, under Rule 701 of
the Securities Act as currently in effect, each of our employees, consultants or advisors who purchases our ordinary shares from us in connection with a compensatory stock or option plan or
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other written agreement relating to compensation is eligible to resell such ordinary shares 90 days after we became a reporting company under the Exchange Act in reliance on Rule 144, but without
compliance with some of the restrictions, including the holding period, contained in Rule 144.
Registration Rights
Upon completion of this offering, certain holders of our ordinary shares or their transferees will be entitled to request that we register
their shares under the Securities Act, following the expiration of the lock- up agreements described above. See “Description of Share Capital — Shareholders Agreement — Demand Registration Rights.”
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TAXATION
The following discussion of certain tax consequences in relevant jurisdictions of an investment in the ADSs or ordinary shares is based
upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This discussion does not deal with all possible tax consequences relating to an investment in the ADSs or ordinary
shares, such as the tax consequences under state, local and other tax laws. To the extent that the discussion relates to matters of Cayman Islands tax law, it represents the opinion of Harney Westwood & Riegels, our Cayman Islands counsel.
Cayman Islands Taxation
The
Cayman Islands currently levies no taxes on individuals or corporations based on profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us or
holders of the ADSs or ordinary shares levied by the government of the Cayman Islands, except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction or produced before a court of the
Cayman Islands. The Cayman Islands is a party to a double tax treaty entered into with the United Kingdom in 2010 but is otherwise not a party to any double tax treaties that are applicable to any payments made to or by our company. There are no
exchange control regulations or currency restrictions in the Cayman Islands. Payments of dividends and capital in respect of the ADSs or ordinary shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the
payment of a dividend or capital to any holder of the ADSs or ordinary shares, nor will gains derived from the disposal of the ADSs or ordinary shares be subject to Cayman Islands income or corporation tax.
The Cayman Islands enacted the International Tax
Co-operation
(Economic Substance) Act (Revised)
together with the Guidance Notes published by the Cayman Islands Tax Information Authority from time to time. The Company is required to comply with the economic substance requirements from July 1, 2019 and make an annual report in the Cayman
Islands as to whether or not it is carrying on any relevant activities and if it is, it must satisfy an economic substance test.
The Federal Republic
of Nigeria Taxation
This is a general and
non-exhaustive
summary of certain tax considerations
under Nigerian law which may be relevant to the subscription or purchase, ownership and disposition of the ADSs or ordinary shares, and may change, possibly with retrospective effect. This summary does not purport to deal with the tax consequences
applicable to all categories of investors, some of which (such as trusts or similar arrangements) may be subject to special rules.
The
following summary does not constitute legal or tax advice and applies only to persons or corporations subscribing for ADSs or ordinary shares or holding ADSs or ordinary shares as an investment (rather than as securities in the course of a trade)
who are the absolute beneficial owners of their ADSs or ordinary shares and who have not acquired their ADSs or ordinary shares by reason of their or another person’s employment. This summary may not apply to certain classes of persons,
including dealers in securities, insurance companies and collective investment schemes, and it should be noted that such classes of persons may incur liabilities to tax in Nigeria on a different basis to that described below. In view of its general
nature, this general summary should be treated with corresponding caution.
Prospective investors should consult their own independent
professional advisers on the potential tax consequences of subscribing for, purchasing, holding or selling ADSs or ordinary shares under the laws of their country and/or state of citizenship, domicile or residence. The tax legislation of the
jurisdiction of prospective investors may have an impact on the income received from the ADSs or ordinary shares.
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The Nigeria Tax Act, 2025 (“NTA”) and the Nigeria Tax Administration Act, 2025
(“NTAA”) form part of a package of four (4) key tax reform enactments (known as the Tax Reform Acts) and serve as the primary reference points for the relevant tax provisions outlined in this summary.
Taxation of Capital Gains
The
issuance of the ADSs or ordinary shares will not be subject to income tax. However, the gains arising from a subsequent disposal or sale of ADSs or ordinary shares by an investor may constitute chargeable gains and be subject to income tax in
Nigeria at the applicable rate. For corporate investors, gains arising from the disposal of chargeable assets would be payable at the income tax rate of 30%, while the rate for
non-corporate
investors ranges
from 15% to 25%, depending on the income tax band.
In this regard, under the NTA, the gains of a Nigerian-resident investor are deemed to
accrue in Nigeria and are taxable in Nigeria under the income tax framework, regardless of where they arise or whether they are brought into or received in Nigeria. Accordingly, any subsequent disposal by a Nigerian-resident investor of shares or
comparable interests (including ADSs representing such shares) in OPay Limited will be subject to income tax in Nigeria.
For a
non-resident
investor, any gains derived from a subsequent disposal will be taxable in Nigeria where such gains relate to any asset located in Nigeria or any asset deemed to be located in Nigeria. In this regard,
section 46 of the NTA provides that shares or comparable interests in any foreign entity are deemed to be located in Nigeria, if, at any time during the 365 days preceding the disposal, more than 50% of the value of such shares or other interests is
derived, directly or indirectly either: (i) through one or more interposed entities resulting in a change in the direct or indirect ownership structure of a Nigerian entity, or (ii) from immovable property or any other chargeable assets
situated in Nigeria.
Accordingly, where an investor disposes of the shares or comparable interests (including ADSs) in OPay Limited and
the value of OPay Limited is substantially derived, directly or indirectly, from assets or interests situated in Nigeria, such disposal will be deemed to constitute the disposal of Nigerian assets and will therefore be subject to income tax in
Nigeria under the NTA at the applicable income tax rate.
Notwithstanding the foregoing, the practical application and enforcement of
these provisions may be uncertain in practice, particularly where the disposed shares or ADSs are issued by a
non-resident
entity and listed in another jurisdiction and the transaction is effected entirely
outside Nigeria. The NTA came into force on January 1, 2026, and, as at the date of this prospectus, no regulations, guidelines, or administrative pronouncements have been issued by the Nigerian tax authorities on the implementation of the
indirect transfer rules under section 46 of the NTA. Accordingly, uncertainty remains regarding the reporting and compliance obligations, as well as the mechanisms for assessment and enforcement in practice. Prospective investors should consider
seeking independent tax advice for their respective tax status regarding the tax consequences of an investment in our securities.
Taxation of
Dividends
Withholding tax (“WHT”) applies to dividends in Nigeria. Nigerian resident companies must deduct WHT at the
rate of 10% on dividends to resident and
non-resident
corporate and
non-corporate
shareholders under section 51 of the NTAA and the Deduction of Tax at Source
(Withholding) Regulations, 2024, and remit same to the relevant tax authority. However, there is no corresponding requirement for
non-resident
companies to deduct WHT on dividends paid to their shareholders.
Accordingly, OPay Limited, as a
non-resident
company, has no WHT obligations under Nigerian law. Nevertheless, any dividends paid to it by its Nigerian subsidiary entities shall be subject to WHT in Nigeria,
which the Nigerian entities are required to deduct and remit at the applicable rate.
Dividends earned by Nigerian-resident investors in
OPay Limited are generally subject to income tax. Nigeria has not entered into a double taxation treaty with the Cayman Islands, and Nigerian investors will not be entitled to any treaty-based reliefs from double taxation in respect of dividends
received from investing in the ADSs or ordinary shares.
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However, section 162(1)(s) of the NTA exempts from income tax dividends earned by corporate
and individual investors that are derived from outside Nigeria and brought into Nigeria through approved channels. Hence, where dividends earned by a Nigerian investor from OPay Limited are repatriated through approved channels, such dividends will
be exempt from income tax.
Stamp Duty
Section 123 of the NTA requires payment of stamp duties on certain instruments, including deeds of assignment, mortgages, conveyance or
transfer on sale of any property and powers of attorney executed in the Federal Republic of Nigeria, or where executed outside Nigeria, that relate to any property situated or any matter or thing done in the Federal Republic of Nigeria. The legal
effect of a document which is not duly stamped is that it will not be admissible in evidence in any court, judicial or arbitration proceedings, and in satisfying any evidentiary requirements. Nevertheless, an unstamped instrument may be given in
evidence in a criminal proceeding in Nigeria. Whilst section 184 of the NTA provides that all documents relating to the transfer of stocks and shares are exempt from stamp duties, agreements relating to the sale or purchase of shares may attract
stamp duty.
Pursuant to section 201 of the NTA, “
instrument
” includes conventional and electronic documents.
Section 125 of the NTA requires instruments executed in Nigeria (or executed outside Nigeria and relating to any property situated or to any matter or thing done in Nigeria) to be stamped. Therefore, ancillary agreements relating to the
transfer of stocks and shares so executed must be stamped at the applicable rate and within the prescribed timeframe as may be determined by the Minister of Finance.
General Taxation Regulatory Overview in Indonesia
Indonesia’s tax system is based on Law No. 6 of 1983 on General Provisions on Taxation as lastly amended by Law No. 6 of 2023
on Stipulation of Governmental Regulation in Lieu of the Law No. 2 of 2022 on Job Creation into Law, which requires any individual or entity meeting subjective and objective tax requirements to register and obtain a Tax Identification Number.
Income tax applies to domestic and foreign taxpayers earning income from Indonesia, while Value-Added Tax (“VAT”) is typically due on events involving the transfer of taxable goods or the provision of taxable services in the Indonesian
custom area. The VAT rate is currently 12%. However, the government has decided to implement the 12% rate by using other value as tax base (Dasar Pengenaan Pajak/”DPP Nilai Lain”) of 11/12, resulting in an “effective” VAT
rate of 11% for most taxable goods and services. Effective VAT rate of 12% is only applicable to certain luxurious goods. Businesses with annual revenue above IDR 4.8 billion must register as Taxable Entrepreneurs. Indonesia also applies
withholding taxes on various income types, including salaries, trade, dividends, royalties, and certain foreign income. Violations such as failing to register, falsifying records, or issuing false invoices are considered tax crimes and may result in
administrative, financial, and criminal sanctions, including fines up to four times unpaid tax and imprisonment up to 12 years. Tax investigations are conducted by the Directorate General of Taxes based on preliminary evidence.
Material U.S. Federal Income Tax Considerations
The following is a description of material U.S. federal income tax consequences to the U.S. Holders described below of owning and disposing of
our ordinary shares or ADSs, but it does not purport to be a comprehensive description of all tax considerations that may be relevant to a particular person’s decision to acquire our ADSs in this offering. This discussion applies only to a
U.S. Holder that acquires our ADSs in this offering for cash and holds their ordinary shares or ADSs as capital assets for U.S. federal income tax purposes. In addition, it does not describe all of the tax consequences that may be relevant in light
of the U.S. Holder’s particular circumstances, including any alternative minimum tax consequences, the potential application of the provisions of the Code (as defined below) known as the Medicare contribution tax, and tax consequences
applicable to U.S. Holders subject to special rules, such as:
•
banks and certain other financial institutions;
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•
insurance companies;
•
real estate investment trusts or regulated investment companies;
•
dealers or traders in securities that use a
mark-to-market
method of tax accounting;
•
persons holding our ordinary shares or ADSs as part of a hedging transaction, straddle, wash sale, conversion
transaction or integrated transaction or persons entering into a constructive sale with respect to our ordinary shares or ADSs;
•
persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;
•
entities or arrangements classified as partnerships for U.S. federal income tax purposes;
•
tax-exempt
entities, governmental organizations, “individual
retirement accounts” or “Roth IRAs”;
•
persons that own or are deemed to own ten percent or more of our stock (by vote or value);
•
persons who acquired our ordinary shares or ADSs pursuant to the exercise of an employee stock option or
otherwise as compensation;
•
U.S. expatriates; or
•
persons owning our ordinary shares or ADSs in connection with a trade or business conducted outside of the United
States.
If an entity that is classified as a partnership for U.S. federal income tax purposes holds our ordinary shares
or ADSs, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding our ordinary shares or ADSs and partners in such partnerships should consult
their tax advisers as to the particular U.S. federal income tax consequences of owning and disposing of our ordinary shares or ADSs.
This
discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), administrative pronouncements, judicial decisions, and final, temporary and proposed U.S. Treasury Regulations, all as of the date hereof, any of which is
subject to change or differing interpretations, possibly with retroactive effect. It is also based in part on representations by the depositary and assumes that each obligation under the deposit agreement and any related agreement will be performed
in accordance with its terms. We have not sought and will not seek any rulings from the IRS regarding any matter discussed herein. There can be no assurance that the IRS will not assert, or that a court will not sustain, a position contrary to any
of those set forth below.
A “U.S. Holder” is a person who, for U.S. federal income tax purposes, is a beneficial owner of our
ordinary shares or ADSs and is:
•
a citizen or individual resident of the United States;
•
a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United
States, any state therein or the District of Columbia; or
•
an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.
In general, a U.S. Holder who owns ADSs will be treated as the owner of the ordinary shares represented by those ADSs
for U.S. federal income tax purposes. Accordingly, no gain or loss will be recognized if a U.S. Holder exchanges ADSs for the ordinary shares represented by those ADSs.
U.S. Holders should consult their tax advisers concerning the U.S. federal, state, local and
non-U.S.
tax consequences of owning and disposing of our ordinary shares or ADSs in their particular circumstances.
Passive Foreign Investment Company Rules
In general, a
non-U.S.
corporation will be considered a PFIC for any taxable year in which
(i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the value of its assets (generally determined
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on a quarterly average basis) consists of assets that produce, or are held for the production of, passive income. For purposes of the above calculations, a
non-U.S.
corporation that directly or indirectly owns at least 25% by value of the shares of another corporation is treated as if it held its proportionate share of the assets of the other corporation and
received directly its proportionate share of the income of the other corporation. Subject to certain exceptions (including the exception for active banks described below), passive income generally includes dividends, interest (including
interest-equivalent income or other amounts treated as interest), gains from the sale or exchange of investment property and certain rents and royalties. Cash and cash equivalents are generally passive assets for these purposes. In addition,
goodwill (the value of which may be determined by reference to the excess of the sum of a corporation’s market capitalization and liabilities over the book value of its assets) is generally characterized as an active asset to the extent it is
attributable to activities that produce active income.
We hold a substantial amount of cash and other passive assets, and the proceeds
from this offering and the concurrent private placement will increase the amount of cash we hold. However, based upon the estimated value of our assets, including goodwill, the nature and composition of our income and assets and the application of
an exception applicable to certain banks engaged in the active conduct of a banking business (under which interest, income equivalent to interest and certain other types of income earned by such banks are treated as active for purposes of the PFIC
rules) (the “active banking exception”), we do not believe that we were a PFIC for our taxable year ended December 31, 2025. Our determination of the value of our assets for our taxable year ended December 31, 2025 is the
subject of management discretion and is based on a valuation method that is not based on publicly quoted values of our equity, and could be subject to challenge. And although we do not expect to be a PFIC for our current taxable year based on our
conclusion that we qualify for the active banking exception and our expectations as to our market capitalization for purposes of valuing our
non-passive
assets, because of the extent to which the value of our
non-passive
assets will be determined by reference to our market capitalization, which may fluctuate based on the market price of our ADSs, there is a risk that we may be a PFIC for our current taxable year and
future taxable years. A determination that we are not a PFIC relies on us qualifying for the active banking exception referenced above, which is the subject of IRS Notice
89-81,
issued in 1989, and
subsequently proposed Treasury Regulations from 1995 and proposed Treasury Regulations from 2021, each of which may generally be relied upon by taxpayers until they are withdrawn or final regulations are issued, and each of which generally applies
to traditional banking business models that are similar to, but also differ from, our business model. There is no assurance that such proposed Treasury Regulations will be finalized in their current form, that we will qualify for the active banking
exception pursuant to Notice
89-81
or the proposed Treasury Regulations in any past, current or future taxable year or that the IRS would agree with our conclusion regarding the applicability of Notice
89-81
or the proposed Treasury Regulations to our circumstances, given the inherent uncertainty in applying the Notice and the proposed Treasury Regulations to our business model. In addition, our PFIC status for
any taxable year is an annual determination that cannot be determined until after the end of that year and will depend on the composition of our income and assets and the value of our assets from time to time, including by reference to our market
capitalization, as well as our qualification for the active banking exception described above. Moreover, the total value of our assets (including goodwill) may be determined, in part, by reference to the market price of our ADSs from time to time,
which may fluctuate. Accordingly, if our market capitalization declines while we hold a substantial amount of cash, cash equivalents or other passive assets for any taxable year (including cash raised in this or any future offering), we may be a
PFIC for that taxable year. Even if we determine that we are not a PFIC for a taxable year, there can be no assurance that the IRS will agree with that conclusion and that the IRS would not successfully challenge our position. Moreover, it is not
entirely clear how the contractual arrangements with the shareholders of the VIE will be treated for purposes of the PFIC rules, and if the VIE is not treated as owned by us for these purposes, it may change the results of our analysis. For these
reasons, we can give no assurance that we will not be a PFIC for our current or any future taxable year. Due to the factual nature of the determination of our PFIC status, our U.S. counsel expresses no opinion with respect to our PFIC status for any
taxable year. Investors are urged to consult their tax advisers regarding the U.S. federal income tax effects of our PFIC status.
Under
attribution rules, if we were a PFIC for any taxable year during which a U.S. Holder owns our ordinary shares or ADSs and any of our subsidiaries or other companies in which we owned or were treated as
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owning equity interests were also a PFIC (any such entity, a “Lower-tier PFIC”), the U.S. Holder would be deemed to own its proportionate amount (by value) of the shares of any such
Lower-tier PFICs and would be subject to U.S. federal income tax according to the rules described in the following paragraphs on (i) certain distributions by a Lower-tier PFIC and (ii) a disposition of shares of a Lower-tier PFIC, in each
case as if the U.S. Holder held such shares directly, even though the U.S. Holder would not receive the proceeds of those distributions or dispositions directly.
If we were a PFIC for any taxable year during which a U.S. Holder owns our ordinary shares or ADSs, the U.S. Holder may be subject to certain
adverse tax consequences. Unless a U.S. Holder makes a timely “mark to market” or deemed sale election as discussed below, gain recognized on a sale or other disposition (including, under certain circumstances, a pledge) of ordinary
shares or ADSs by the U.S. Holder would be allocated ratably over the U.S. Holder’s holding period for our ordinary shares or ADSs. The amounts allocated to the taxable year of disposition and to years before we became a PFIC would be taxed as
ordinary income. The amounts allocated to each other taxable year would be subject to tax at the highest rate in effect for that taxable year for individuals or corporations, as appropriate, and an interest charge would be imposed on the tax
attributable to the allocated amounts. Further, to the extent that any distributions received by a U.S. Holder on its ordinary shares or ADSs in a taxable year exceed 125% of the average of the annual distributions on the ordinary shares or ADSs
received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter, the distributions would be subject to taxation in the same manner as gain, described immediately above.
If we are a PFIC for any year during which a U.S. Holder owns our ordinary shares or ADSs, we generally will continue to be treated as a PFIC
with respect to the U.S. Holder for all succeeding years during which the U.S. Holder owns our ordinary shares or ADSs, even if we cease to meet the threshold requirements for PFIC status. However, if we cease to be a PFIC, a U.S. Holder can avoid
the continuing impact of the PFIC rules by making a special election to recognize gain as if its ordinary shares or ADSs had been sold on the last day of the last taxable year during which we were a PFIC.
If the ordinary shares or ADSs are “regularly traded” on a “qualified exchange,” a U.S. Holder may make a
mark-to-market
election that would result in tax treatment different from the general tax treatment for PFICs described above. The ordinary shares or ADSs will be treated as
“regularly traded” in any calendar year in which more than a
de minimis
quantity of the ordinary shares or ADSs are traded on a qualified exchange on at least 15 days during each calendar quarter (or, for the quarter of the
calendar year in which the offering occurs, such reduced number of days as prescribed by applicable Treasury Regulations). The New York Stock Exchange, on which the ADSs are expected to be listed, is a qualified exchange for this purpose. However,
we do not intend to list our ordinary shares on any stock exchange. Therefore, a U.S. Holder that holds ordinary shares that are not represented by ADSs may not be eligible to make a
mark-to-market
election. U.S. Holders should consult their tax advisers regarding the availability and advisability of making a
mark-to-market
election in their particular circumstances. In particular, U.S. Holders should consider carefully the impact of a
mark-to-market
election with respect to their ADSs given that the Company may have Lower-tier PFICs for which a
mark-to-market
election is unlikely to be available.
If a U.S. Holder that owns ADSs makes the
mark-to-market
election, for each year that we are a PFIC, the holder generally will recognize as ordinary income any excess of the fair market value of the ADSs at the end of
the taxable year over its adjusted tax basis in the ADSs, and will recognize an ordinary loss in respect of any excess of its adjusted tax basis in the ADSs over their fair market value at the end of the taxable year (but only to the extent of the
net amount of income previously included as a result of the
mark-to-market
election). If a U.S. Holder makes the election, the U.S. Holder’s tax basis in the ADSs
will be adjusted to reflect the income or loss amounts recognized. Any gain recognized on the sale or other disposition of ADSs in a year when we are a PFIC
will be treated as ordinary income and
any loss will be treated as an ordinary loss (but only to the extent of the net amount of income previously included as a result of the
mark-to-market
election, with any
excess treated as a capital loss). Distributions paid on ADSs will be treated as discussed below under
“— Taxation of Distributions
.
”
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We do not intend to provide information necessary for U.S. Holders to make qualified
electing fund elections, which if available could materially affect the tax consequences of the ownership and disposition of ordinary shares or ADSs.
If a U.S. Holder owns ordinary shares or ADSs during any year in which the Company is a PFIC, the U.S. Holder generally must file annual
reports containing such information as the U.S. Treasury may require on IRS Form 8621 (or any successor form) with respect to the Company, generally with the U.S. Holder’s federal income tax return for that year.
U.S. Holders should consult their tax advisers concerning the Company’s PFIC status and the tax considerations relevant to an investment
in a PFIC.
Taxation of Distributions
The following is subject to the discussion under “— Passive Foreign Investment Company Rules” above.
Distributions paid on our ordinary shares or ADSs, other than certain
pro rata
distributions of ordinary shares, will be treated as
dividends to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Because we do not intend to maintain calculations of our earnings and profits under U.S. federal income tax
principles, it is expected that distributions generally will be reported to U.S. Holders as dividends. Subject to applicable limitations, dividends paid to
non-corporate
U.S. Holders on our ADSs may be taxed
at preferential tax rates, provided that we are not a PFIC or, with respect to a particular U.S. Holder, treated as a PFIC for the taxable year of the dividend or the prior taxable year. However, in light of the discussion under
“— Passive Foreign Investment Company Rules” above,
non-corporate
U.S. Holders should not expect that dividends, if any, on our ADSs will be eligible for preferential tax rates.
Moreover, regardless of our status as a PFIC, dividends, if any, on our ordinary shares that are not represented by ADSs may not meet the conditions required for preferential tax rates. U.S. Holders should consult their tax advisers regarding the
availability of these favorable tax rates on dividends in their particular circumstances. Dividends will be treated as foreign-source income to U.S. Holders and will not be eligible for the dividends-received deduction generally available to U.S.
corporations under the Code for dividends received from other U.S. corporations. Dividends will be included in a U.S. Holder’s income on the date of receipt of the dividend by the U.S. Holder (in the case of ordinary shares) or the depositary
(in the case of ADSs), as the case may be. The amount of any dividend income with respect to dividends, if any, paid in
non-U.S.
currency will be the U.S. dollar amount calculated by reference to the exchange
rate in effect on the date of actual or constructive receipt by the U.S. Holder (in the case of ordinary shares) or the depositary (in the case of ADSs), as the case may be, regardless of whether the payment is in fact converted into U.S. dollars on
that date. If the dividend is converted into U.S. dollars on the date of actual or constructive receipt, a U.S. Holder should
not be required to recognize foreign currency gain or loss in respect of the dividend income. A U.S. Holder may have
foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of actual or constructive receipt.
In the
event that dividends are subject to any
non-U.S.
withholding taxes, a U.S. Holder’s ability to claim a foreign tax credit may be subject to limitations, including the “FTC Regulations”
discussed below under “— Sale or Other Disposition of Our Ordinary Shares or ADSs.”
Sale or Other Disposition of Our
Ordinary Shares or ADSs
The following is subject to the discussion under “— Passive Foreign Investment Company
Rules” above.
For U.S. federal income tax purposes, gain or loss realized on the sale or other disposition of our ordinary shares
or ADSs will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder held our ordinary shares or ADSs for more than one year. The amount of the gain or loss will equal the difference between the U.S. Holder’s tax
basis in our ordinary shares or ADSs disposed of and the amount realized on the disposition
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(which, as discussed below, may include any Nigerian tax withheld from the proceeds of the disposition), in each case as determined in U.S. dollars. Long-term capital gain recognized by a
non-corporate
U.S. Holder is subject to U.S. federal income tax at rates lower than the rates applicable to ordinary income, while short-term capital gains are subject to U.S. federal income tax at the rates
applicable to ordinary income. However, in light of the discussion under “— Passive Foreign Investment Company Rules” above, U.S. Holders should not expect that any gain recognized on a sale or other taxable disposition of our
ordinary shares or ADSs will be treated as long-term capital gain.
On December 28, 2021, Treasury Regulations pertaining to foreign
tax credits (the “FTC Regulations”) were released that imposed significant new limitations on
non-U.S.
taxes (including withholding taxes) for which a foreign tax credit can be claimed. Corrections
with respect to the FTC Regulations were published on July 27, 2022. Furthermore, notices from the IRS indicate that the Treasury and the IRS are considering proposing amendments to the FTC Regulations and allow taxpayers, subject to certain
conditions, to defer the application of many aspects of the FTC Regulations until the date when a notice or other guidance withdrawing or modifying this temporary relief is issued (or any later date specified in such notice or other guidance).
If any gain from the sale or other disposition of our ordinary shares or ADSs is subject to Nigerian tax, U.S. Holders may not be able to
credit such tax under the FTC Regulations, including because of the lack of an income tax treaty between Nigeria and the United States. As discussed above, the IRS has released notices that provide temporary relief from certain provisions of the FTC
Regulations, and whether the IRS will withdraw this relief for 2026 or future years is uncertain. However, because any gain or loss recognized will generally be
U.S.-source
gain or loss for foreign tax credit
purposes, even if the FTC Regulations do not prohibit a U.S. Holder from claiming a foreign tax credit for Nigerian taxes on disposition gains, other limitations under the foreign tax credit rules may preclude a U.S. Holder from claiming a foreign
tax credit for such Nigerian taxes. Similar limitations and application of the FTC Regulations would also apply to any other
non-U.S.
taxes payable in connection with a sale or other disposition of our
ordinary shares or ADSs. Alternatively, a U.S. Holder may be able to take a deduction for such Nigerian taxes or any other
non-U.S.
taxes to the extent required to be paid. An election to deduct otherwise
creditable foreign taxes instead of claiming foreign tax credits applies to all otherwise creditable taxes paid or accrued in the taxable year to foreign countries and possessions of the United States. If any Nigerian or other
non-U.S.
tax is not a foreign income tax eligible for a foreign tax credit, the
non-creditable
tax may reduce the amount realized on the sale or other disposition of our
ordinary shares or ADSs.
The rules relating to foreign tax credits and deductions are complex, and U.S. Holders should consult their tax
advisers concerning the availability of foreign tax credits and deductions in their particular circumstances.
Information Reporting and Backup
Withholding
Payments of dividends and sales proceeds that are made within the United States or through certain
U.S.-related
financial intermediaries generally are subject to information reporting, and may be subject to backup withholding, unless (i) the U.S. Holder is a corporation or other exempt recipient or
(ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding.
Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit
against the holder’s U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the IRS.
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UNDERWRITING
We and the underwriters named below have entered into an underwriting agreement with respect to the ADSs being offered. Subject to certain
conditions set out in the underwriting agreement, each underwriter has severally agreed to purchase, and we have agreed to sell to them, severally, the number of ADSs indicated in the following table. Citigroup Global Markets Inc., Deutsche Bank AG,
Hong Kong Branch, The Standard Bank of South Africa Limited and China International Capital Corporation Hong Kong Securities Limited are acting as the representatives of the underwriters. B. Riley Securities, Inc. and Needham & Company, LLC are
acting as
co-managers.
Underwriters
Number of ADSs
Citigroup Global Markets Inc.
Deutsche Bank AG, Hong Kong Branch
The Standard Bank of South Africa Limited
China International Capital Corporation Hong Kong Securities Limited
B. Riley Securities, Inc.
Needham & Company, LLC
Total
The underwriters are offering the ADSs subject to their receipt and acceptance of the ADSs from us and subject
to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the ADSs offered by this prospectus are subject to the approval of certain legal matters by their counsel and to
certain other conditions. The underwriters are obligated, severally and not jointly, to take and pay for all of the ADSs offered by this prospectus if any such ADSs are taken, other than the ADSs covered by the underwriters’ option to purchase
additional ADSs described below. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of
non-defaulting
underwriters may be increased or the offering may be
terminated.
Certain of the underwriters are expected to make offers and sales both inside and outside the United States through their
respective selling agents. Any offers or sales in the United States will be conducted by broker-dealers registered with the SEC. Deutsche Bank AG, Hong Kong Branch will offer ADSs in the United States through its SEC-registered broker-dealer
affiliate in the United States, Deutsche Bank Securities Inc. The Standard Bank of South Africa Limited is not a U.S. registered broker-dealer and it will not effect any offers or sales of any ADSs in the United States. China International Capital
Corporation Hong Kong Securities Limited is not a broker-dealer registered with the SEC and, to the extent that its conduct may be deemed to involve participation in offers or sales of ADSs in the United States, those offers or sales will be made
through one or more SEC-registered broker-dealers in compliance with the applicable laws and regulations.
The address of Citigroup Global
Markets Inc. is 388 Greenwich Street, New York, NY 10013, U.S.A. The address of Deutsche Bank AG, Hong Kong Branch is Level 60 International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong. The address of The Standard Bank of South Africa
Limited is 30 Baker Street, Rosebank, Johannesburg, 2196, South Africa. The address of China International Capital Corporation Hong Kong Securities Limited is 29/F, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong. The
address of B. Riley Securities, Inc. is 1655 Fort Myer Drive, Suite 1200, Arlington, VA 22209 USA. The address of Needham & Company, LLC is 250 Park Avenue, New York, NY 10177.
We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate of
additional ADSs from us at the initial public offering price listed on the cover page of this prospectus, less underwriters discounts and commissions. To the extent the option is exercised, each underwriter will become
severally obligated, subject to certain conditions, to purchase additional ADSs approximately proportionate to each underwriter’s initial amount reflected in the table above and will offer the additional ADSs on the same term as those on which
the ADSs are being offered.
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The underwriters initially propose to offer part of the ADSs directly to the public at the
public offering price on the cover page of this prospectus and part of the ADSs to certain dealers at a price that represents a concession not in excess of US$     per ADS from the initial public offering price. After the
initial public offering, the offering price and other selling terms may from time to time be varied by the underwriters.
The following
table shows the per ADS and total underwriting discounts and commissions to be paid to the underwriters by us. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional ADSs.
Total
Per ADS
Without Option
to Purchase
Additional ADSs
With Option to
Purchase
Additional ADSs
Initial public offering price
$
$
$
Underwriting discounts and commissions paid by us from ADSs offered to the public
$
$
$
Proceeds, before expenses, to us from ADSs offered to the public
$
$
$
We estimate that the total expenses of this offering, excluding the underwriting discounts and commissions,
will be approximately
US$    million. We have agreed to reimburse the underwriters for expense relating to clearance of this offering up to US$    .
[We have agreed that, without the prior written consent of the representatives on behalf of the underwriters and subject to certain
exceptions, we will not, during the period ending 365 days after the date of this prospectus, (i) offer, pledge, sell, contract to sell, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or
indirectly, any ordinary shares or ADSs or any securities convertible into or exercisable or exchangeable for such ordinary shares or ADSs; (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the ordinary shares or ADSs; (iii) file any registration statement with the SEC relating to the offering of any ordinary shares, ADSs or any securities convertible into or exercisable or exchangeable for
ordinary shares or ADSs; or (iv) publicly disclose the intention to make any offer, sale, pledge, disposition or filing, in each case regardless of whether any such transaction described above is to be settled by delivery of ordinary shares,
ADSs, or such other securities, in cash or otherwise.]
[Our directors, officers, existing shareholders, concurrent private placement
investor and certain holders of our outstanding share incentive awards have agreed that, without the prior written consent of the representatives on behalf of the underwriters and subject to certain exceptions, they will not, during the period
ending 365 days after the date of this prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise
transfer or dispose of, directly or indirectly, any ordinary shares or ADSs or any securities convertible into or exercisable or exchangeable for such ordinary shares or ADSs; (ii) enter into any swap, hedge or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of the ordinary shares or ADSs, whether any such transaction described above is to be settled by delivery of ordinary shares, ADSs or such other securities, in cash or
otherwise; (iii) make any demand for or exercise any right with respect to the registration of any ordinary shares, ADSs or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs; or (iv) publicly disclose
the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement.]
The representatives, in their sole discretion, may release the ordinary shares, ADSs and other securities subject to the
lock-up
agreements described above in whole or in part at any time.
We have applied to list our ADSs on
the NYSE under the symbol “OPAY.”
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Prior to this offering, there has been no public market for our ordinary shares or the ADSs.
The initial public offering price will be negotiated among the representatives and us and will not necessarily reflect the market price of the ADSs following this offering. Among the factors considered in determining the initial public offering
price of the ADSs, in addition to prevailing market conditions, will be our historical performance, estimates of our business potential and earnings prospects, future prospects of our industry in general, our sales, earnings and certain other
financial and operating information in recent periods, an assessment of our management and the consideration of the above factors in relation to market valuation of companies in related businesses. We cannot assure you that the initial public
offering price will correspond to the price at which the ADSs will trade in the public market subsequent to this offering or that an active trading market for the ADSs will develop and continue after this offering.
In connection with the offering, the underwriters may purchase and sell ADSs in the open market. These transactions may include short sales,
stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of ADSs than they are required to purchase in the offering, and a short position represents the
amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional shares for which the underwriters’ option described above may
be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional ADSs or purchasing ADSs in the open market. In determining the source of ADSs to cover the covered short position, the
underwriters will consider, among other things, the price of ADSs available for purchase in the open market as compared to the price at which they may purchase additional ADSs pursuant to the option described above. “Naked” short sales
are any short sales that create a short position greater than the amount of additional ADSs for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing ADSs in the open market. A
naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our ordinary shares in the open market after pricing that could adversely affect investors who purchase in the
offering. Stabilizing transactions consist of various bids for or purchases of ADSs made by the underwriters in the open market prior to the completion of the offering.
The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the
underwriting discount received by it because the representatives have repurchased ADSs sold by, or for the account of, such underwriter in stabilizing or short covering transactions.
Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may
have the effect of preventing or retarding a decline in the market price of the ADSs, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the ADSs. As a result, the price of the ADSs
may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities, and if these activities are commenced, they are required to be conducted in accordance with applicable laws
and regulations, and they may be discontinued at any time. These transactions may be effected on the NYSE, the
over-the-counter
market or otherwise.
A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters or one or more
securities dealers. One or more of the underwriters participating in this offering may distribute prospectuses electronically. The underwriters may agree to allocate a number of ADSs for sale to their online brokerage account holders. Internet
distributions will be allocated on the same basis as other allocations. In addition, ADSs may be sold by the underwriters to securities dealers who resell ADSs to online brokerage account holders.
[At our request, the underwriters have reserved up to    % of the ADSs being offered by this prospectus (assuming
exercise in full by the underwriters of their option to purchase additional ADSs) for sale at the offering price to certain of our directors, executive officers, employees, business associates and members of their families.
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The directed ADS program will be administered by    . We do not know if these individuals will choose to purchase all or any portion of these reserved ADSs, but any
purchases they do make will reduce the number of ADSs that are available to the general public. Any reserved ADSs that are not so purchased will be offered by the underwriters to the general public on the same terms as the other ADSs offered by this
prospectus.]
[The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number
of ADSs offered by them.]
We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under
the Securities Act.
The underwriters and their respective affiliates are full service financial institutions engaged in various
activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and
non-financial
activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to us and to persons and entities
with relationships with us, for which they received or will receive customary fees and expenses.
In the ordinary course of their various
business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit
default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of us (directly, as collateral
securing other obligations or otherwise) and/or persons and entities with relationships with us. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or
publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.
Selling Restrictions
No action has
been taken in any jurisdiction (except in the United States) that would permit a public offering of the ADSs, or the possession, circulation or distribution of this prospectus or any other material relating to us or the ADSs in any jurisdiction
where action for that purpose is required. Accordingly, the ADSs may not be offered or sold, directly or indirectly, and neither this prospectus nor any other material or advertisements in connection with the ADSs may be distributed or published, in
or from any country or jurisdiction except in compliance with any applicable laws, rules and regulations of any such country or jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe
any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such
an offer or a solicitation is unlawful.
Australia
No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and
Investments Commission, in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not
purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act. Any offer in Australia of the ADSs may only be made to persons (the “Exempt Investors”)
who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more
exemptions contained in section
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708 of the Corporations Act so that it is lawful to offer the ADSs without disclosure to investors under Chapter 6D of the Corporations Act. The ADSs applied for by Exempt Investors in Australia
must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an
exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring ADSs must observe such Australian
on-sale
restrictions. This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain
any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary,
seek expert advice on those matters.
Bermuda
The ADSs may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act of 2003 of Bermuda which
regulates the sale of securities in Bermuda. Additionally,
non-Bermudian
persons (including companies) may not carry on or engage in any trade or business in Bermuda unless such persons are permitted to do so
under applicable Bermuda legislation.
British Virgin Islands
The ADSs are not being, and may not be offered to the public or to any person in the British Virgin Islands for purchase or subscription by us
or on our behalf. The ADSs may be offered to companies incorporated under the BVI Business Companies Act, 2004 (British Virgin Islands) (each a BVI Company), but only where the offer will be made to, and received by, the relevant BVI Company
entirely outside of the British Virgin Islands.
This prospectus has not been, and will not be, registered with the Financial Services
Commission of the British Virgin Islands. No registered prospectus has been or will be prepared in respect of the ADSs for the purposes of the Securities and Investment Business Act, 2010, or SIBA, or the Public Issuers Code of the British Virgin
Islands.
The ADSs may be offered to persons located in the British Virgin Islands who are “qualified investors” for the
purposes of SIBA. Qualified investors include (i) certain entities which are regulated by the Financial Services Commission in the British Virgin Islands, including banks, insurance companies, licensees under SIBA and public, professional and
private mutual funds; (ii) a company, any securities of which are listed on a recognized exchange; and (iii) persons defined as “professional investors” under SIBA, which is any person (a) whose ordinary business involves,
whether for that person’s own account or the account of others, the acquisition or disposal of property of the same kind as the property, or a substantial part of our property; or (b) who has signed a declaration that he, whether
individually or jointly with his spouse, has a net worth in excess of US$1,000,000 and that he consents to being treated as a professional investor.
Canada
The ADSs may be sold only
to purchasers resident or located in the Provinces of Ontario, Québec, Alberta and British Columbia, purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument
45-106
Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument
31-103
Registration
Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this
prospectus (including any amendment thereto) contains a misrepresentation,
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provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory.
The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument
33-105
Underwriting Conflicts, or NI
33-105,
the underwriters are not required to comply with the disclosure requirements of NI
33-105
regarding underwriter conflicts of interest in connection with this offering.
Cayman Islands
This
prospectus does not constitute an invitation or offer to the public in the Cayman Islands of the ADSs or ordinary shares, whether by way of sale or subscription. The underwriters have not offered or sold, and will not offer or sell, directly or
indirectly, any ADSs or ordinary shares in the Cayman Islands.
Dubai International Financial Center
This prospectus relates to an exempt offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority. This
prospectus is intended for distribution only to persons of a type specified in those rules. It must not be delivered to, or relied on by, any other person. The Dubai Financial Services Authority has no responsibility for reviewing or verifying any
documents in connection with exempt offers. The Dubai Financial Services Authority has not approved this prospectus nor taken steps to verify the information set out in it, and has no responsibility for it. The ADSs which are the subject of the
offering contemplated by this prospectus may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the ADSs offered should conduct their own due diligence on the ADSs. If you do not understand the contents of this
prospectus, you should consult an authorized financial advisor.
In relation to its use in the Dubai International Financial Center, this
prospectus is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The
interests in the securities may not be offered or sold directly or indirectly to the public in the Dubai International Financial Center.
European
Economic Area
In relation to each Member State of the European Economic Area (each, a “Relevant State”), no ADSs have
been offered or will be offered pursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the ADSs which has been approved by the competent authority in that Relevant State or, where
appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that the ADSs may be offered to the public in that Relevant State at any time:
(a)
to any qualified investor as defined under Article 2 of the Prospectus Regulation;
(b)
to fewer than 150 natural or legal persons (other than “qualified investors” as defined under
Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the underwriters for any such offer; or
(c)
in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided that no such offer of the ADSs shall require the issuer or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus
Regulation, supplement a prospectus pursuant to Article 23 of the Prospectus Regulation or publish an Annex IX document pursuant to Article 1(4) of the Prospectus Regulation,
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and each person who initially acquires any ADSs or to whom any offer is made will be deemed to have represented, warranted and agreed to and with each of the underwriters and the issuer that it
is a qualified investor within the meaning of Article 2 of the Prospectus Regulation.
In the case of any ADSs being offered to a
financial intermediary as that term is used in Article 5(1) of the Prospectus Regulation, each financial intermediary will also be deemed to have represented, warranted and agreed that the ADSs acquired by it in the offering have not been acquired
on a
non-discretionary
basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any ADSs to the public, other than
their offer or resale in a Relevant State to qualified investors as so defined or in circumstances in which the prior consent of the underwriters has been obtained to each such proposed offer or resale.
The issuer, the underwriters and their affiliates will rely upon the truth and accuracy of the foregoing representations, warranties and
agreements. Notwithstanding the above, a person who is not a “qualified investor” and who has notified the underwriters of such fact in writing may, with the prior consent of the underwriters, be permitted to acquire ADSs in the
offering.
For the purposes of this provision, the expression “an offer to the public” in relation to the ADSs in any Relevant
State means the communication in any form and by any means of sufficient information on the terms of the offer and any ADSs to be offered so as to enable an investor to decide to purchase or subscribe for any ADSs, and the expression
“Prospectus Regulation” means Regulation (EU) 2017/1129.
Hong Kong
The ADSs may not be offered or sold in Hong Kong by means of any document other than (i) to “professional investors” as
defined in the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made under that Ordinance, or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the
Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong) or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the ADSs may be
issued or may be in the possession of any person for the purpose of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so
under the securities laws of Hong Kong) other than with respect to ADSs which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance
and any rules made under that Ordinance.
Indonesia
This prospectus does not, and is not intended to, constitute a prospectus for a public offering of securities and this offering does not, and
is not intended to, constitute a public offering of securities under Law Number 8 of 1995 regarding Capital Market and its implementing regulations. This prospectus may not be distributed in the Republic of Indonesia and the ADSs may not be offered
or sold in the Republic of Indonesia or to Indonesian citizens wherever they are domiciled, or to Indonesia residents, in a manner which constitutes a public offering under the laws of the Republic of Indonesia.
Israel
This prospectus does not
constitute a prospectus under the Israeli Securities Law, 5728-1968, and has not been filed with or approved by the Israel Securities Authority. In Israel, this prospectus is being distributed only to, and is directed only at, investors listed in
the first addendum, or the Addendum, to the Israeli Securities Law, consisting primarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock
Exchange, underwriters purchasing for their own
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account, venture capital funds, entities with equity in excess of NIS 50 million and qualified individuals, each as defined in the Addendum (as it may be amended from time to time),
collectively referred to as qualified investors. Qualified investors may be required to submit written confirmation that they meet the criteria for one of the categories of investors set forth in the prospectus.
Japan
The ADSs have not been and
will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act and accordingly, have not been, directly or indirectly, offered or sold and will not be offered or sold, directly or indirectly, in Japan, or for
the benefit of any Japanese Person or to others for
re-offering
or resale, directly or indirectly, in Japan or to any Japanese Person, except pursuant to an exemption from the registration requirements, and
otherwise in compliance with, the Financial Instruments and Exchange Law of Japan and the other applicable laws and regulations of Japan. For the purposes of this paragraph, “Japanese Person” shall mean any person resident in Japan,
including any corporation or other entity organized under the laws of Japan.
Korea
The ADSs may not be offered, sold and delivered directly or indirectly, or offered or sold to any person for reoffering or resale, directly or
indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the Korea Securities and Exchange Act and the Foreign Exchange Transaction Law and the decrees and regulations thereunder.
The ADSs have not been registered with the Financial Services Commission of Korea for public offering in Korea. Furthermore, the ADSs may not be resold to Korean residents unless the purchaser of the ADSs complies with all applicable regulatory
requirements (including but not limited to government approval requirements under the Foreign Exchange Transaction Law and its subordinate decrees and regulations) in connection with the purchase of the ADSs.
Kuwait
Unless all necessary
approvals from the Kuwait Ministry of Commerce and Industry required by Law No. 31/1990 “Regulating the Negotiation of Securities and Establishment of Investment Funds,” its Executive Regulations and the various Ministerial Orders
issued pursuant thereto or in connection therewith, have been given in relation to the marketing and sale of the ADSs, these may not be marketed, offered for sale, nor sold in the State of Kuwait. Neither this prospectus (including any related
document), nor any of the information contained therein is intended to lead to the conclusion of any contract of whatsoever nature within Kuwait.
Malaysia
No prospectus or other
offering material or document in connection with the offer and sale of the securities has been or will be registered with the Securities Commission of Malaysia, or Commission, for the Commission’s approval pursuant to the Capital Markets and
Services Act 2007. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the securities may not be circulated or distributed, nor may the securities be
offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Malaysia other than (i) a closed end fund approved by the Commission; (ii) a holder of a Capital Markets
Services License; (iii) a person who acquires the securities as principal, if the offer is on terms that the securities may only be acquired at a consideration of not less than RM250,000 (or its equivalent in foreign currencies) for each
transaction; (iv) an individual whose total net personal assets or total net joint assets with his or her spouse exceeds RM3 million (or its equivalent in foreign currencies), excluding the value of the primary residence of the individual;
(v) an individual who has a gross annual income exceeding RM300,000 (or its equivalent in foreign currencies) per annum in the preceding twelve months; (vi) an individual who, jointly with his or her spouse, has a gross annual income of
RM400,000 (or its equivalent in foreign currencies), per annum in the preceding twelve
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months; (vii) a corporation with total net assets exceeding RM10 million (or its equivalent in a foreign currencies) based on the last audited accounts; (viii) a partnership with
total net assets exceeding RM10 million (or its equivalent in foreign currencies); (ix) a bank licensee or insurance licensee as defined in the Labuan Financial Services and Securities Act 2010; (x) an Islamic bank licensee or takaful licensee
as defined in the Labuan Financial Services and Securities Act 2010; and (xi) any other person as may be specified by the Commission; provided that, in the each of the preceding categories (i) to (xi), the distribution of the securities is
made by a holder of a Capital Markets Services License who carries on the business of dealing in securities. The distribution in Malaysia of this prospectus is subject to Malaysian laws. This prospectus does not constitute and may not be used for
the purpose of public offering or an issue, offer for subscription or purchase, invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Commission under the Capital Markets and Services Act 2007.
Nigeria
This Form F-1 has
not been registered with the Nigerian Securities and Exchange Commission or under the Nigerian Investments and Securities Act, 2025 (the “
ISA
”) or the consolidated Nigerian Securities and Exchange Commission Rules and Regulations,
2013 (as amended) (“
Nigerian SEC Rules
”). Accordingly, the ADSs have not been offered or sold or made the subject of an invitation for purchase in Nigeria, and this Form F-1 and any other document or material in connection with
the offer or sale, or invitation for purchase, of the ADSs, may not be circulated or distributed, whether directly or indirectly, to any person in Nigeria or for the account or benefit of, persons resident in Nigeria. Accordingly, the Form F-1 is
not directed to, and the ADSs are not available for purchase by, any persons within Nigeria.
Each Underwriter has represented and agreed,
and each further Underwriter appointed under the offering will be required to represent and agree, that no offers or sales of any ADSs will be made in Nigeria except in compliance with the ISA and the Nigerian SEC Rules.
PRC
This prospectus has not been
and will not be circulated or distributed in the PRC, and the ADSs may not be offered or sold, and will not be offered or sold, directly or indirectly, to any resident of the PRC or to persons for
re-offering
or resale, directly or indirectly, to any resident of the PRC except pursuant to applicable laws and regulations of the PRC. For the purpose of this paragraph, the PRC does not include Taiwan and the Special Administrative Regions of Hong Kong and
Macao.
Qatar
In the State of
Qatar, the offer contained herein is made on an exclusive basis to the specifically intended recipient thereof, upon that person’s request and initiative, for personal use only and shall in no way be construed as a general offer for the sale
of securities to the public or an attempt to do business as a bank, an investment company or otherwise in the State of Qatar. This prospectus and the underlying securities have not been approved or licensed by the Qatar Central Bank or the Qatar
Financial Center Regulatory Authority or any other regulator in the State of Qatar. The information contained in this prospectus shall only be shared with any third parties in Qatar on a need to know basis for the purpose of evaluating the contained
offer. Any distribution of this prospectus by the recipient to third parties in Qatar beyond the terms hereof is not permitted and shall be at the liability of such recipient.
Saudi Arabia
This prospectus may
not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations and Continuing Obligations Regulations as issued by the board of the Saudi Arabian Capital Market Authority
(“CMA”) pursuant to resolution number 3-123-2017 dated December 27, 2017, as amended (“CMA”) pursuant to resolution number 2-11-2004 dated October 4, 2004 as
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amended by resolution number 1-28-2008, as amended (the “CMA Regulations”). The CMA does not make any representation as to the accuracy or completeness of this prospectus, and
expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this prospectus. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the
information relating to the securities. If you do not understand the contents of this prospectus, you should consult an authorized financial adviser.
Singapore
This prospectus has not
been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of ADSs may not be circulated
or distributed, nor may the ADSs be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than:
•
to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore
(the “SFA”);
•
to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in
accordance with the conditions specified in Section 275, of the SFA; or
•
otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where the ADSs are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
•
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business
of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
•
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each
beneficiary of the trust is an individual who is an accredited investor, securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest
(howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the ADSs pursuant to an offer made under Section 275 of the SFA except:
(a) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer
referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
(b) where no consideration is or will be given for the
transfer;
(c) where the transfer is by operation of law;
(d) as specified in Section 276(7) of the SFA; or
(e) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives
Contracts) Regulations 2018.
South Africa
Due to restrictions under the securities laws of South Africa, the ADSs are not offered, and the offer shall not be transferred, sold,
renounced or delivered, in South Africa or to a person with an address in South Africa, unless one or other of the following exemptions applies:
(a) the offer, transfer, sale, renunciation or delivery is to:
(i)
persons whose ordinary business is to deal in securities, as principal or agent;
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(ii)
the South African Public Investment Corporation;
(iii)
persons or entities regulated by the Reserve Bank of South Africa;
(iv)
authorized financial service providers under South African law;
(v)
financial institutions recognized as such under South African law;
(vi)
a wholly-owned subsidiary of any person or entity contemplated in (c), (d) or (e), acting as agent in the
capacity of an authorized portfolio manager for a pension fund or collective investment scheme (in each case duly registered as such under South African law); or
(vii)
any combination of the person in (i) to (vi); or
(b) the total contemplated acquisition cost of the securities, for any single addressee acting as principal is equal to or greater than
ZAR1,000,000.
No “offer to the public” (as such term is defined in the South African Companies Act, No. 71 of 2008 (as
amended or
re-enacted)
(the “South African Companies Act”)) in South Africa is being made in connection with the issue of the ADSs. Accordingly, this document does not, nor is it intended to,
constitute a “registered prospectus” (as that term is defined in the South African Companies Act) prepared and registered under the South African Companies Act and has not been approved by, and/or filed with, the South African Companies
and Intellectual Property Commission or any other regulatory authority in South Africa. Any issue or offering of the ADSs in South Africa constitutes an offer of the ADSs in South Africa for subscription or sale in South Africa only to persons who
fall within the exemption from “offers to the public” set out in section 96(1)(a) of the South African Companies Act. Accordingly, this document must not be acted on or relied on by persons in South Africa who do not fall within section
96(1)(a) of the South African Companies Act (such persons being referred to as “SA Relevant Persons”). Any investment or investment activity to which this document relates is available in South Africa only to SA Relevant Persons and will
be engaged in South Africa only with SA Relevant Persons.
Switzerland
This prospectus is not intended to constitute an offer or solicitation to purchase or invest in the ADSs. The ADSs may not be publicly offered,
directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”) and no application has or will be made to admit the ADSs to trading on any trading venue (exchange or multilateral trading facility)
in Switzerland. Neither this prospectus nor any other offering or marketing material relating to the ADSs constitutes a prospectus pursuant to the FinSA, and neither this prospectus nor any other offering or marketing material relating to the ADSs
may be publicly distributed or otherwise made publicly available in Switzerland.
United Arab Emirates
The ADSs have not been offered or sold, and will not be offered or sold, directly or indirectly, in the United Arab Emirates, except:
(i) in compliance with all applicable laws and regulations of the United Arab Emirates; and (ii) through persons or corporate entities authorized and licensed to provide investment advice and/or engage in brokerage activity and/or trade in
respect of foreign securities in the United Arab Emirates. The information contained in this prospectus does not constitute a public offer of securities in the United Arab Emirates in accordance with the Commercial Companies Law (Federal Law
No. 8 of 1984 (as amended)) or otherwise and is not intended to be a public offer and is addressed only to persons who are sophisticated investors.
United Kingdom
No ADSs have been
offered or will be offered pursuant to the offering to the public in the United Kingdom, except that the ADSs may be offered to the public in the United Kingdom at any time:
(a) to any qualified investor as defined in paragraph 15 of Schedule 1 of the POATR;
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(b) to fewer than 150 persons (other than qualified investors as defined in
paragraph 15 of Schedule 1 of the POATR), subject to obtaining the prior consent of the underwriters for any such offer; or
(c)
in any other circumstances falling within Part 1 of Schedule 1 of the POATR.
Each person who initially acquires any ADSs or to whom
any offer is made will be deemed to have represented, warranted and agreed to and with each of the underwriters and the issuer that it is a qualified investor within the meaning of paragraph 15 of Schedule 1 of the POATR.
In the case of any ADSs being offered to a financial intermediary as that term is used in paragraph 4 of regulation 7 of the POATR,
each financial intermediary will also be deemed to have represented, warranted and agreed that the ADSs acquired by it in the offering have not been acquired on a
non-discretionary
basis on behalf of, nor have
they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any ADSs to the public, other than their offer or resale in the United Kingdom to qualified investors as so defined or in
circumstances in which the prior consent of the underwriters has been obtained to each such proposed offer or resale.
The issuer, the
underwriters and their affiliates will rely upon the truth and accuracy of the foregoing representations, warranties and agreements. Notwithstanding the above, a person who is not a qualified investor and who has notified the underwriters of such
fact in writing may, with the prior consent of the underwriters, be permitted to acquire ADSs in the offering.
For the purposes of this
provision, the expression “an offer to the public” in relation to the ADSs in the United Kingdom means the communication to any person which presents sufficient information on: (a) the ADSs to be offered; and (b) the terms on
which they are to be offered, to enable an investor to decide to buy or subscribe for any ADSs, and the expression “POATR” means the Public Offers and Admissions to Trading Regulations 2024.
In the United Kingdom, this prospectus and any other material in relation to the ADSs is being distributed only to, and is directed only at,
persons who are “qualified investors” (as defined in paragraph 15 of Schedule 1 of the POATR) who are (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), or (ii) persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations
etc.”) of the Order, or (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (as amended, “FSMA”)) in
connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated, all such persons together being referred to as “Relevant Persons.” In the United Kingdom, the ADSs are only
available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such ADSs will be engaged in only with, Relevant Persons. Any person in the United Kingdom that is not a Relevant Person should not act or rely on this
prospectus or its contents. The ADSs are not being offered to the public in the United Kingdom.
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EXPENSES RELATING TO THIS OFFERING
Set forth below is an itemization of the total expenses, excluding underwriting discounts and commissions, that we expect to incur in
connection with this offering. With the exception of the SEC registration fee, the Financial Industry Regulatory Authority, or FINRA, filing fee and the NYSE listing fee, all amounts are estimates. The Company will pay all of the expenses of this
offering.
Expenses
Amount
SEC registration fee
US$
NYSE listing fee
US$
FINRA filing fee
US$
Printing and engraving expenses
US$
Legal fees and expenses
US$
Accounting fees and expenses
US$
Miscellaneous costs
US$
Total
US$
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LEGAL MATTERS
We are being represented by Davis Polk & Wardwell LLP with respect to certain legal matters of U.S. federal securities and New York
state law. The underwriters are being represented by Simpson Thacher & Bartlett with respect to certain legal matters with respect to U.S. federal securities and New York State law. The validity of the ordinary shares represented by the
ADSs offered in this offering and other certain legal matters as to Cayman Islands law will be passed upon for us by Harney Westwood & Riegels. Davis Polk & Wardwell LLP may rely upon Harney Westwood & Riegels with respect
to matters governed by Cayman Islands law. Certain legal matters as to Indonesian law will be passed upon for us by Hutabarat Halim & Rekan.
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EXPERTS
The consolidated financial statements of OPay Limited at December 31, 2025 and 2024, and for the years then ended, appearing in this
prospectus and registration statement have been audited by Ernst & Young Hua Ming LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report
given on the authority of such firm as experts in accounting and auditing.
The office of Ernst & Young Hua Ming LLP is located at
16th Floor, Ernst & Young Tower, Oriental Plaza, No. 1 East Chang’an Avenue, Dong Cheng District, Beijing, China.
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration statement (including amendments and exhibits to the registration statement) on Form
F-1
under the Securities Act. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules to the
registration statement. For further information, we refer you to the registration statement and the exhibits and schedules filed as part of the registration statement. If a document has been filed as an exhibit to the registration statement, we
refer you to the copy of the document that has been filed. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit.
Upon completion of this offering, we will become subject to the informational requirements of the Exchange Act. Accordingly, we will be
required to file reports and other information with the SEC, including annual reports on Form
20-F
and reports on Form
6-K.
The SEC maintains an Internet site at
www.sec.gov that contains reports, proxy and information statements and other information we have filed electronically with the SEC.
As a
foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements. In addition, we will not be required under the Exchange Act to file periodic reports and
financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
Report of Independent Registered Public Accounting Firm (PCAOB
ID:1408)
F-2
Consolidated Balance Sheets as of December 31, 2024 and
2025
F-3 –
F-4
Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31,
2024 and 2025
F-5
Consolidated Statements of Shareholders’ Deficit for the Years Ended December 31,
2024 and 2025
F-6
Consolidated Statements of Cash Flows for the Years Ended December
31, 2024 and 2025
F-7
Notes to the Consolidated Financial Statements
F-8 – F-41
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PAGE
Consolidated Balance Sheet as of December
31, 2025 and Unaudited Interim Condensed Consolidated Balance Sheet as of June 30, 2026
F-42 – F-43
Unaudited Interim Condensed Consolidated Statements of Comprehensive (Loss) Income
for the Six Months Ended June 30, 2025 and 2026
F-44
Unaudited Interim Condensed Consolidated Statements of Shareholders’ Deficit
for the Six Months Ended June 30, 2025 and 2026
F-45
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the Six
Months Ended June 30, 2025 and 2026
F-46
Notes to the Unaudited Interim Condensed Consolidated Financial
Statements
F-47 – F-59
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of OPay Limited
Opinion on the Financial Statements
We have audited the
accompanying consolidated balance sheets of OPay Limited (the Company) as of December 31, 2025 and 2024, the related consolidated statements of comprehensive (loss) income, shareholders’ deficit and cash flows for the years then ended,
and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at
December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As
part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young Hua Ming LLP
We have served as the
Company’s auditor since 2024.
Beijing, The People’s Republic of China
May 1, 2026
F-2
Table of Contents
OPay Limited
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
Notes
As of December 31,
2024
2025
US$
US$
ASSETS
Current assets:
Cash and cash equivalents
104,790
274,317
Restricted cash
2,146
1,915
Short-term investments
2
131,354
410,446
Funds receivable and customer accounts
2
342,324
344,226
Accounts receivable and contract assets, net of allowance of US$877 and US$43 as of
December 31, 2024 and 2025, respectively
2
10,397
29,024
Loans and interest receivable, net of allowance of US$15,012 and US$77,545 as of December 31,
2024 and 2025, respectively
4
41,234
196,096
Inventories
2
868
1,537
Prepaid expenses and other current assets
5
36,274
62,000
Total current assets
669,387
1,319,561
Non-current
assets:
Property and equipment, net
6
2,718
3,395
Intangible assets
8
119,692
113,755
Goodwill
49,327
47,795
Operating lease
right-of-use
assets
7
418
2,592
Total
non-current
assets
172,155
167,537
TOTAL ASSETS
841,542
1,487,098
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT
Current liabilities
(including amounts of the VIE without recourse to the primary
beneficiary of US$5,661 and US$9,253 as of December 31, 2024 and 2025, respectively):
Accounts payable and accrued liabilities
11
67,728
103,441
Fixed rate notes
2
6,586
—
Funds payable and amounts due to customers
2
342,324
344,226
Interest-bearing deposits by customers, current
2
241,837
697,502
Amounts due to related parties
9
479
—
Operating lease liabilities, current
7
230
525
Total current liabilities
659,184
1,145,694
Non-current
liabilities
(including amounts of the
VIE without recourse to the primary beneficiary of US$4,174 and US$6,201 as of December 31, 2024 and 2025, respectively):
Interest-bearing deposits by customers,
non-current
2
2,358
7,463
Operating lease liabilities,
non-current
7
208
1,098
Other
non-current
liabilities
1,467
1,607
Deferred tax liabilities
14
30,613
31,530
Total
non-current
liabilities
34,646
41,698
TOTAL LIABILITIES
693,830
1,187,392
Commitments and contingencies
13
F-3
Table of Contents
OPay Limited
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
Notes
As of December 31,
2024
2025
US$
US$
Mezzanine equity:
Series Seed redeemable convertible preferred shares (US$0.000004 par value per share; 62,428,225
shares authorized, issued and outstanding as of December 31, 2024 and 2025
）
12
7,286
7,686
Series Seed+ redeemable convertible preferred shares (US$0.000004 par value per share; 150,227,870
shares authorized, issued and outstanding as of December 31, 2024 and 2025)
12
20,439
21,562
Series A redeemable convertible preferred shares (US$0.000004 par value per share; 169,895,125
shares authorized, issued and outstanding as of December 31, 2024 and 2025)
12
36,773
38,805
Series B redeemable convertible preferred shares (US$0.000004 par value per share; 309,795,725
shares authorized, issued and outstanding as of December 31, 2024 and 2025)
12
170,656
180,256
Series C redeemable convertible preferred shares (US$0.000004 par value per share; 501,220,974
shares authorized and issued, 419,078,264 shares outstanding as of December 31, 2024; 495,580,006 shares authorized, issued and outstanding as of December 31, 2025)
12
619,774
784,922
TOTAL MEZZANINE EQUITY
854,928
1,033,231
Shareholders’ deficit:
Ordinary shares (US$0.000004 par value per share; 11,306,432,081 shares authorized, 498,722,353
shares issued and outstanding as of December 31, 2024; 11,312,073,049 shares authorized, 498,722,353 shares issued and outstanding as of December 31, 2025)
2
2
Additional
paid-in
capital
—
—
Accumulated other comprehensive income
27,254
17,946
Accumulated deficit
(734,472
)
(751,473
)
TOTAL SHAREHOLDERS’ DEFICIT
(707,216
)
(733,525
)
TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT
841,542
1,487,098
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
Table of Contents
OPay Limited
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
Notes
Years ended December 31,
2024
2025
US$
US$
Revenues:
Transaction-based services
2
79,190
167,262
Loan financing services
2
71,536
260,251
Loan facilitation services
2
39,189
50,579
Interest income from short-term investments
2
9,200
47,256
Others
2
6,616
10,903
Total revenues
205,731
536,251
Operating expenses:
Transaction-based expenses
(17,989
)
(14,348
)
Provision for expected credit loss
(24,830
)
(121,294
)
Interest and financial expenses
(6,192
)
(21,477
)
Technology and development expenses
(79,603
)
(95,147
)
Selling and marketing expenses
(43,361
)
(96,609
)
General and administrative expenses
(26,084
)
(26,640
)
Customer support and operations
(16,740
)
(27,480
)
Depreciation and amortization
(16,551
)
(4,463
)
Hardware cost
2
(9,576
)
(21,693
)
Others
93
—
Total operating expenses
(240,833
)
(429,151
)
Operating (loss) income
(35,102
)
107,100
Interest income
4,931
4,099
Interest expense
(1,867
)
(1,988
)
Foreign exchange (loss) gain, net
(14,278
)
3,338
Others, net
(729
)
(1,756
)
(Loss) income before income taxes
(47,045
)
110,793
Income tax expense
14
(3,782
)
(38,323
)
Net (loss) income
(50,827
)
72,470
Less: Net income attributable to
non-controlling
interests
150
—
Net (loss) income attributable to OPay Limited
(50,977
)
72,470
Accretion of preferred shares
12
(53,096
)
(89,471
)
Net loss attributable to ordinary shareholders of OPay Limited
(104,073
)
(17,001
)
Loss per share:
Basic and diluted
16
(0.21
)
(0.03
)
Weighted average number of shares:
Basic and diluted
16
498,722,353
498,722,353
Other comprehensive income (loss), net of tax of nil:
Foreign currency translation adjustments
4,802
(9,308
)
Comprehensive (loss) income
(46,025
)
63,162
Less: Comprehensive income attributable to
non-controlling
interests
150
—
Comprehensive (loss) income attributable to OPay Limited
(46,175
)
63,162
Accretion of preferred shares
12
(53,096
)
(89,471
)
Comprehensive loss attributable to ordinary shareholders of OPay Limited
(99,271
)
(26,309
)
The accompanying notes are an integral part of these consolidated financial statements.
F-5
Table of Contents
OPay Limited
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
Attributable to OPay Limited
Ordinary shares
Additional
paid in
capital
Accumulated
other
comprehensive
income
Accumulated
deficit
Non-controlling
interests
Total
shareholders’
deficit
Number of
shares
Amount
US$
US$
US$
US$
US$
US$
Balance as of January 1, 2024
498,722,353
2
—
22,452
(628,579
)
(156
)
(606,281
)
Net loss
—
—
—
—
(50,977
)
150
(50,827
)
Other comprehensive income
—
—
—
4,802
—
—
4,802
Acquisition of
non-controlling
interests*
—
—
—
—
(1,820
)
6
(1,814
)
Accretion of preferred shares
—
—
—
—
(53,096
)
—
(53,096
)
Balance as of December 31, 2024
498,722,353
2
—
27,254
(734,472
)
—
(707,216
)
Net income
—
—
—
—
72,470
—
72,470
Other comprehensive loss
—
—
—
(9,308
)
—
—
(9,308
)
Accretion of preferred shares
—
—
—
—
(89,471
)
—
(89,471
)
Balance as of December 31, 2025
498,722,353
2
—
17,946
(751,473
)
—
(733,525
)
*
In 2024, the Group acquired the remaining 0.79% equity interest of one subsidiary. The acquisition of the
non-controlling
interests by the Group was recognized as an equity transaction. The difference between the consideration transferred and the carrying amount of the
non-controlling
interests was recognized as an adjustment to accumulated deficit.
The accompanying notes are an integral part of these consolidated financial statements.
F-6
Table of Contents
OPay Limited
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
Years ended
December 31,
Notes
2024
2025
US$
US$
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments to reconcile net (loss) income to net cash provided by operating
activities:
Net (loss) income
(50,827
)
72,470
Depreciation and amortization
16,551
4,463
Provision for expected credit losses
24,830
121,294
Deferred tax (benefit) expense
(430
)
1,924
Unrealized foreign exchange loss (gain)
6,168
(1,624
)
Inventory write-downs
1,833
3,021
Non-cash
operating lease expenses
21
29
Interest income, net
(3,173
)
(9,151
)
Others
—
573
Changes in assets and liabilities
Accounts receivable and contract assets, net
(3,165
)
(16,209
)
Loans and interest receivable
4,120
(28,736
)
Inventories
(2,262
)
(3,483
)
Prepaid expenses and other current assets
2,182
(22,267
)
Operating lease
right-of-use
assets
(73
)
(2,174
)
Accounts payable and accrued liabilities
55,800
31,236
Amounts due to related parties
—
(479
)
Operating lease liabilities
(3
)
1,156
Other
non-current
liabilities
419
140
Net cash provided by operating activities
51,991
152,183
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment, net
(4,378
)
(3,048
)
Purchase of short-term investments
(185,298
)
(639,247
)
Proceeds from maturity of short-term investments
77,270
378,479
Origination of loans receivable
(243,947
)
(938,280
)
Repayments of loans receivable
199,175
695,439
Net cash used in investing activities
(157,178
)
(506,657
)
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in funds payable and amounts due to customers
116,159
(20,762
)
Net increase in interest-bearing deposits by customers
182,001
420,910
Net change in funds receivable
17,303
(6,813
)
Acquisition of noncontrolling interests in a subsidiary
(1,814
)
—
Payments of deferred IPO costs
—
(1,334
)
Repurchase of preferred shares
—
(11,168
)
Proceeds from preferred shareholders
12
10,000
100,000
Repayments of fixed rate notes
—
(6,678
)
Net cash provided by financing activities
323,649
474,155
Effect of exchange rate difference on cash, cash equivalents, restricted cash and customer
accounts
(93,137
)
44,704
Net change in cash, cash equivalents, restricted cash and customer accounts
125,325
164,385
Cash, cash equivalents, restricted cash and customer accounts at the beginning of the year
284,302
409,627
Cash, cash equivalents, restricted cash and customer accounts at the end of the
year
409,627
574,012
Supplemental disclosures of cash flow information:
Interest paid
7,806
19,558
Income tax paid
14
526
3,460
Reconciliation of cash, cash equivalents, restricted cash and customer accounts
Cash and cash equivalents
104,790
274,317
Restricted cash
2,146
1,915
Customer accounts
10
302,691
297,780
Total cash, cash equivalents, restricted cash and customer accounts shown in the statements
of cash flows
409,627
574,012
The accompanying notes are an integral part of the consolidated financial statements.
F-7
Table of Contents
OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
1. ORGANIZATION
(a) Nature of
operation
OPay Limited (the “Company” or “OPay”) was incorporated under the laws of the Cayman Islands in
2019. The Company, through its subsidiaries and variable interest entity (collectively, the “Group”), provides a full range of services typically associated with digital banks, such as deposits, payments, saving and credit. The
Group’s current principal geographic markets are in Nigeria, Indonesia and Egypt.
As of December 31, 2025, the Company’s
principal subsidiaries are as follows:
Date of establishment/
acquisition
Place of
establishment
Percentage
of equity
interest
attributable
to the
Company
Principal activities
Subsidiaries
OPay Digital Services Pte. Ltd. (“OPay Singapore”)
April 6, 2020
Singapore
100
%
Investment holding
OPay Digital Services Limited
May 31, 2018
Nigeria
100
%
Transaction-based services
OPay Microfinance Bank Limited
December 31, 2021
Nigeria
100
%
Loan financing services
OPay Egypt for
E-Payment
Services
January 3, 2021
Egypt
100
%
Transaction-based services
Variable interest entity
PT Kredit Utama Fintech Indonesia (“KUFI”)
February 28, 2023
Indonesia
NIL
Loan facilitation services
(b) Variable interest entity (“VIE”)
Due to regulatory and licensing requirements applicable to financial technology and digital lending businesses in Indonesia, the Group conducts
certain of its operations in Indonesia through KUFI. Despite the lack of technical majority ownership, OPay Singapore has controlling financial interest of the VIE through a series of contractual arrangements (the “Contractual
Arrangements”) with the registered shareholders of the VIE (the “Registered Shareholders”). Through the Contractual Arrangements, the Registered Shareholders effectively assigned all of their voting rights underlying their equity
interests in the VIE to OPay Singapore and therefore, OPay Singapore has the power to direct the activities of the VIE that most significantly impact its economic performance. OPay Singapore also has the ability and obligation to absorb
substantially all of the profits and all the expected losses of the VIE that potentially could be significant to the VIE. Accordingly OPay Singapore is the primary beneficiary of the VIE. Based on the above, OPay Singapore consolidates the VIE in
accordance with SEC Regulation
SX-3A-02
and Accounting Standard Codification (“ASC”) 810,
Consolidation
(“ASC 810”).
The following is a summary of the Contractual Arrangements:
Loan Agreements
Pursuant to the loan agreements amongst OPay Singapore and the Registered Shareholders, OPay Singapore provided interest-free loan to the
Registered Shareholders. The loan agreements will be valid for a period of ten years, and can be automatically extended for ten consecutive years without requiring any extension notice.
F-8
Table of Contents
OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
1. ORGANIZATION (cont.)
Exclusive Option Agreements
Pursuant to the exclusive option agreements, OPay Singapore has been irrevocably and unconditionally granted exclusive options to purchase, or
to designate one or more persons to purchase, all or part of the equity interests in the VIE held by the Registered Shareholders in accordance with applicable Indonesian laws and regulations. These options may be exercised at any time, subject to
applicable regulatory requirements, and provide OPay Singapore with the ability to acquire direct ownership of the VIE if and when such ownership becomes permissible. Without the prior written approval of OPay Singapore, the Registered Shareholders
and/or the VIE shall not (i) transfer the VIE’s shares to any other party and (ii) cause or permit the VIE to enter into, amend, or terminate any major contract, except in the ordinary course of business and on arm’s length
terms. This agreement may be terminated solely at the discretion of OPay Singapore.
Irrevocable Powers of Attorney
Pursuant to the powers of attorney executed by OPay Singapore and the Registered Shareholders, each Registered Shareholder has granted OPay
Singapore full power to do and perform in the name and on behalf of Registered Shareholders, including (i) attend shareholders’ meetings and sign relevant resolutions, (ii) exercise all shareholder’s rights under laws of
Indonesia and the articles of association of the VIE, such as the voting right and (iii) the sale, transfer, or dispose of the pledged equity interests in accordance with the Contractual Arrangements. The powers of attorney remains irrevocably
effective as long as such shareholders remain as the shareholders of the VIE. OPay Singapore is entitled to
re-authorize
or assign its rights related to the equity interest to any other person or entity at its
own discretion.
Pledge of Shares Agreements
Pursuant to the pledge of shares agreements between OPay Singapore and the Registered Shareholders, Registered Shareholders have pledged all of
their equity interests in the VIE to OPay Singapore as security for their obligations under the Contractual Arrangements. The equity pledges cover existing shares as well as any equity interests acquired in the future. In the event of a breach of
the Contractual Arrangements, OPay Singapore is entitled to enforce the pledges in accordance with applicable law. Registered Shareholders shall not transfer or encumber the shares in any way whatsoever during the existence of the pledge of shares
agreements.
Assignment of Proceeds Agreements
Pursuant to the assignment of proceeds agreements executed by OPay Singapore and the Registered Shareholders, Registered Shareholders have
assigned to OPay Singapore all economic benefits derived from their equity interests in the VIE, including dividends, distributions, liquidation proceeds and any other payments.
Indemnity Agreements
OPay Singapore has entered into agreements to indemnify the Registered Shareholders against liabilities, losses or claims arising from their
performance of obligations under the Contractual Arrangements or from actions taken at OPay Singapore’s supervision, to the extent permitted by applicable law.
In the opinion of the Company’s legal counsel, (i) the ownership structure of the VIE is in compliance with existing Indonesia laws
and regulations; (ii) each of the Contractual Arrangements are valid and legally binding, enforceable, and comply in fact and in good faith with the relevant Indonesian laws and regulations which
F-9
Table of Contents
OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
1. ORGANIZATION (cont.)
Indemnity Agreements (cont.)
currently prevails; and (iii) the execution, compliance and performance of the Contractual Arrangements do not result in any violation of the provisions of the articles of association or
business licenses of the VIE or any governmental authorizations, and do not violate or contravene any provisions of the laws, rules, or regulations in Indonesia.
However, the Contractual Arrangements may not be as effective as ownership, the Registered Shareholders of the VIE may have interests that are
different from those of OPay Singapore, which could potentially increase the risk that they would seek to act contrary to the terms of the Contractual Arrangements with the VIE. In addition, if the Registered Shareholders will not remain the
shareholders of the VIE, breach, or cause the VIE to breach, or refuse to renew the existing Contractual Arrangements, OPay Singapore may not be able to effectively control the VIE and receive economic benefits from them, which may result in
deconsolidation of the VIE.
In addition, if the current structure or any of the Contractual Arrangements were found to be in violation of
any existing or future laws or regulations of Indonesia, the VIE may be subject to penalties, which could have a material adverse effect on the VIE’s ability to conduct its business.
The following tables set forth the assets, liabilities, results of operations and cash flows of the VIE included in the Company’s
consolidated balance sheets, consolidated statements of comprehensive (loss) income and consolidated statements of cash flows:
As of or for the
years ended
December 31,
2024
2025
US$
US$
Total current assets
29,733
48,775
Total
non-current
assets
500
253
Total assets
30,233
49,028
Total current liabilities
5,661
9,253
Total
non-current
liabilities
4,174
6,201
Total liabilities
9,835
15,454
Revenues
40,133
52,846
Net income
13,373
17,719
Net cash provided by operating activities
7,158
3,991
Net cash used in investing activities
—
—
Net cash provided by financing activities
—
—
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S.
GAAP”).
F-10
Table of Contents
OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Principles of consolidation
The consolidated financial statements include the financial statements of the Company, its subsidiaries and the VIE. All significant
intercompany balances and transactions have been eliminated upon consolidation.
Use of Estimates
The preparation of consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make
judgments, assumptions and estimates that affect the amounts reported in its financial statements and accompanying notes. Significant accounting estimates reflected in the Group’s consolidated financial statements include the allowance for
credit losses, variable consideration of loan facilitation services, standalone selling prices of performance obligations of revenue contracts, inventory valuation, impairment of long-lived assets and intangible assets with indefinite useful life
and goodwill, and provisions for income taxes. Management bases its estimates on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the
carrying value of assets and liabilities. Actual results could materially differ from those estimates.
Foreign currency
The reporting currency of the Group is the United States Dollar (“US$”). The functional currency of the Company and
the subsidiary in Singapore is US$. The functional currency of the Company’s subsidiaries in Nigeria is the Nigerian Naira (“NGN”). The functional currency of the Company’s VIE located in Indonesia is the Indonesian Rupiah
(“IDR”). The functional currency of the Company’s subsidiaries in Egypt is the Egyptian Pound (“EGP”).
Transactions denominated in foreign currencies are remeasured into the functional currency at the prevailing exchange rates on the transaction
dates. Monetary assets and liabilities denominated in foreign currencies are remeasured at the prevailing exchange rates as of each balance sheet date.
Non-monetary
items that are measured in terms of
historical cost in foreign currency are remeasured using the exchange rates at the dates of the initial transactions. Exchange gains and losses are included in the consolidated statements of comprehensive (loss) income.
The Group translates results of operations and financial position using the average exchange rate for each month and the exchange rate at the
balance sheet dates respectively. All assets and liabilities of subsidiaries and operations which have a functional currency other than US$ are translated into US$ at exchange rates at the balance sheet date, equity accounts are translated at
historical exchange rates and revenues, expenses, gains and losses are translated using the average rate for the month, the resulting translation adjustments are recorded in “Other comprehensive income (loss)” in the consolidated
statements of comprehensive (loss) income.
Revenue recognition
The Group generates revenue from contracts with customers. Revenue is recognized when control of the promised services is transferred to
customers in an amount that reflects the consideration that the Group expects to receive in exchange for those services. The Group elected to exclude sales taxes and other similar taxes from the measurement of the transaction price. The Group
utilized the practical expedient under ASC
606-10-50-14
and does not disclose the value of unsatisfied performance obligations
for contracts with an original expected length of one year or less.
F-11
Table of Contents
OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Revenue recognition (cont.)
Transaction-based services
Transaction-based services mainly represent fees generated from payments and merchant acquiring services facilitated through the Group’s
platform in Nigeria and Egypt. The service fee is calculated as a fixed percentage of the total transaction amount processed, and is recognized at a point in time upon completion of the transaction.
To promote engagement and acquire new users on the Group’s platform, the Group may provide incentives in various forms including cash
rebates and coupons. Incentives are recorded as a reduction to revenue.
Transaction-based expenses
Transaction-based expenses consist primarily of processing and settlement fees paid to the third-party payment processors and financial
institutions, and various other costs directly attributable to the transaction-based services.
Customer accounts
Customer accounts comprise of customers’ stored balances in digital wallets account, which are not available for the Group’s
general use and are repayable to the customer on demand. The customer funds are segregated from the Group’s operational capital to comply with the regulatory requirements. Therefore, the Group restricts the use of the assets underlying the
customer balances and separately classifies the assets as “Customer accounts” on the consolidated balance sheets. The corresponding liability is presented on the consolidated balance sheets in the amounts due to customers.
Funds receivable and funds payable
Funds receivable and funds payable represent amounts due from or due to third-party payment processors for customer transactions. Funds
receivable and funds payable are typically received or paid within one to three business days of the transaction date. No allowances have been established for funds receivable, as funds are due from large, well-established financial institutions
with no historical collections issue.
Loan financing services
In Nigeria, the Group generates financing income from its loans receivable, which mainly comprises of interest income. Interest income is
recognized over the terms of loans receivable using the effective interest method in accordance with ASC 310,
Receivables
. Incentives are provided to certain borrowers and can only be applied as a reduction to the borrower’s repayments
and cannot be withdrawn by the borrowers in cash. These incentives are recorded as a reduction in loan financing income using effective interest method.
The Group does not accrue interest income on loans that are considered impaired or placed on
non-accrual
status. Loans are placed on
non-accrual
status upon reaching 90 days past due. Interest income accrued but not received is generally reversed against loan
financing income. Interest income will be recognized when cash is received on a cost recovery method. The cash received is applied first to the outstanding principal amount followed by interest income.
The Group charges penalty fees for late installment payments. The penalty fee is calculated based on the number of overdue days and the
applicable late payment rate. The penalty fees are recognized on a cash basis.
F-12
Table of Contents
OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Revenue recognition (cont.)
Loans and interest receivable
Loans and interest receivable represent payments due from borrowers that utilize the Group’s credit services in Nigeria, primarily in
larger cities including Lagos. Loans and interest receivable are recorded at amortized cost (i.e. unpaid principal), net of allowance.
The Group considers loans and interest receivable to be delinquent when payments are one day past due.
Loans and interest receivable are charged off when the Group determined the balance to be uncollectable. In general, the Group considers loans
and interest receivable meeting any of the following conditions as uncollectable and
charged-off:
(i) death of the borrower; (ii) identification of fraud, and the fraud is officially reported to and
filed with relevant law enforcement departments or (iii) all loans and interest receivable that are 120 days past due are therefore deemed uncollectible and
charged-off.
When the Group receives cash in
satisfaction of some or all of the amounts it previously wrote off, the recovery is recognized as a reduction to credit loss expense.
The
Group maintains an allowance for credit losses in accordance with ASC 326,
Credit Losses
(“ASC 326”). The allowance for credit losses is calculated based on historical loss experience using probability of default
(“PD”) and loss given default (“LGD”) method for various qualitative factors that reflect reasonable and supportable forecasts of future economic conditions. These factors may include Nigeria’s gross-domestic product,
Nigeria’s gross-domestic product per capita at purchasing power parity, Nigeria’s current account balance and other considerations. The Group analyzes a combination of qualitative factors to the change in loss rate using a regression
model. Factors that had a strong correlation and economic and commercial significance were selected for the model.
Loan
facilitation services
The Group entered into loan facilitation arrangements with various funding partners and individual borrowers
in Indonesia. Funding partners comprise of financial institutions including banks. The Group facilitates loans from funding partners to borrowers on its platform, with funding partners acting as the lenders. The loan facilitation services include
(i) loan facilitation and matching services, and (ii) post-origination services (i.e. account maintenance, collection, and payment processing). The Group determines that the funding partners and the borrowers are the customers because they
receive services provided by the Group pursuant to the contractual terms.
The Group determines that it is only the facilitator in the
loan origination and repayment process, and therefore, the Group does not record loans receivable arising from these loans nor funding debts to the funding partners.
The Group determines the transaction price based on amounts billed to borrowers (inclusive of loan interest, insurance premiums, and service
fees), net of interest due to funding partners and premiums paid to insurance companies on the funding partners’ behalf. The transaction price also includes variable service fees which are contingent on the borrower making timely repayments.
Variable consideration is estimated using the expected value method based on historical default rate, current and forecasted borrower repayment trends and is limited to the amount of variable consideration that is probable not to be reversed in
future periods.
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OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Revenue recognition (cont.)
Loan facilitation services (cont.)
The transaction price is allocated to loan facilitation and matching services and
post-origination services using their relative standalone selling prices. The Group does not have observable standalone selling price for the loan facilitation and matching services and post-origination services because the services are not provided
separately. The Group uses an expected cost plus margin approach to estimate the standalone selling prices.
Revenues from loan
facilitation and matching services are recognized upon the funding partner releasing the funds to the borrower after being matched on the Group’s platform. Revenues from post-origination services are recognized evenly over the term of the
loans as the services are performed.
Interest income from short-term investments
Interest earned from short-term investments as part of the Group’s digital wallets and banking business is recognized as revenue.
Others
Others
mainly include revenues from sales of Point of Sales (“POS”) terminals and performance-based marketing services provided to merchants and others. Revenue is recognized when control of the goods and services is transferred to the
customer.
Cash and cash equivalents
Cash and cash equivalents consist of cash on hand and time deposits placed with banks with original maturities of three months or less, which
are unrestricted as to withdrawal or use.
Restricted Cash
Restricted cash mainly represents cash maintained at the settlement bank to support interbank settlement operations, which is not available to
fund the general liquidity needs.
Short-term investments
Short-term investments mainly include treasury bills issued by the Central Bank of Nigeria (“CBN”) and wealth management products,
all with maturities of one year or less. The wealth management products are primarily fixed interest rate products with specified maturity dates. The underlying assets of these wealth management products mainly comprise treasury bills, money market
funds, and other liquid instruments. The Group classifies and accounts for investments in debt securities as
“held-to-maturity”,
“trading” or
“available-for-sale”,
whose classification determines the respective accounting methods stipulated by ASC 320,
Investments-Debt Securities
(“ASC
320”).
The Group has both positive intent and ability to hold all its investments to maturity. Accordingly, these investments are
classified as held-to-maturity debt securities and measured at amortized cost, net of allowance for credit losses. During the periods presented, the allowance for credit losses was immaterial and there were no gross unrecognized holding gains or
losses related to these securities.
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OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Short-term investments (cont.)
Interest income, including amortization of the premium and discount arising at acquisition,
are included in earnings. For the years ended December 31, 2024 and 2025, the Group recorded interest income from its short-term investments of US$9,200 and US$47,256, respectively, in the consolidated statements of comprehensive (loss) income.
Accounts receivable and contract assets, net
Accounts receivable are recorded at the original invoiced amount less an allowance for credit losses. The Group’s conditional right to
consideration in exchange for goods or services that has been transferred to a customer is recorded as contract assets, which are then recognized as accounts receivable when the right to consideration becomes unconditional. Contract assets represent
the Group’s right to consideration in exchange for loan facilitation services that the Group has transferred to the customer before payment is due.
As of December 31, 2024 and 2025, accounts receivable was US$4,277 and US$3,672, net of an allowance for credit losses of US$877 and US$43,
respectively. The allowance for credit losses of contract assets was not material as of December 31, 2024 and 2025.
Interest-bearing deposits by customers
The Group sells fixed rate saving products to customers through its platform in Nigeria. The deposits collected from these products may be
designated for credit extensions or investments, provided that the CBN’s Revised Regulatory and Supervisory Guidelines for Microfinance Banks are met, which require the Group maintain a minimum ratio of 20% of deposit liabilities in liquid
assets. Interest paid on the saving products issued to customers are recorded in “Interest and financial expenses”.
Inventory
Inventory consists of finished goods which are POS terminals. Inventory is stated at the lower of cost or net realizable value. Cost of
inventories is determined by using the
first-in,
first-out
(“FIFO”) method. Adjustments to reduce the cost of inventory to its net realizable value are made,
if required, for decreases in sales price, obsolescence, or similar reductions in the estimated net realizable value, and are recorded in the “Hardware cost”. Once inventory is written down, a new, lower-cost basis for that inventory is
established and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.
Property and equipment, net
Property and equipment are stated at cost less accumulated depreciation and any recorded impairment, if any. Repair and maintenance costs are
charged to expense as incurred, whereas the cost of renewals and betterments that extend the useful lives of property and equipment is capitalized as additions to the related assets. Depreciation is computed using the straight-line method over the
estimated useful lives as follows:
Estimated Useful Life
Computer and electronic equipment
3 – 4 years
Office equipment
3 – 4 years
Vehicles
3 years
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OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Intangible assets
Acquired intangible assets are carried at cost, less accumulated amortization and impairment, if any. Intangible assets with finite lives are
amortized using the straight-line method over the estimated useful lives of the assets.
The estimated useful lives of intangible assets
are as follows:
Estimated Useful Life
Software
3 – 4 years
User list
2 years
Licenses
Indefinite useful life
Trademark
Indefinite useful life
Intangible assets with finite lives are amortized using the straight-line method over the estimated useful
lives of the assets. Intangible assets with indefinite useful life are not amortized and are tested for impairment annually or more frequently, if events or changes in circumstances indicate that they might be impaired in accordance with ASC
350-30,
Intangibles-Goodwill and Other: General Intangibles Other than Goodwill
(“ASC 350-30”).
Licenses and trademark have been assigned as an indefinite life as the Group anticipates that it will contribute cash flows indefinitely. The
Group measures the fair value of identifiable intangible assets upon acquisition and review for impairment annually on December 31, and whenever market or business events indicate there may be a potential impairment of that intangible.
Impairment losses are recorded to the extent that the carrying value of the indefinite-lived intangible asset exceeds its fair value. No impairment loss was recognized for the years ended December 31, 2024 and 2025.
Impairment of long-lived assets other than goodwill
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Assets are grouped and evaluated for impairment at the lowest level of cash flows that are independent of the cash flows of other groups of assets and liabilities. Determination of recoverability is based on an estimate of
undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of any impairment loss for long-lived assets that management expects to hold and use is based on the amount the carrying value exceeds the
fair value of the asset. No impairment loss was recognized for the years ended December 31, 2024 and 2025.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in a business
combination. The Group assesses goodwill for impairment at the reporting unit level at least annually and more frequently upon the occurrence of certain events or circumstances that indicate the carrying value may not be recoverable.
A reporting unit is defined as an operating segment or one level below an operating segment referred to as a component. The Group determines
its reporting units by first identifying its operating segments, and then
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OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Goodwill (cont.)
assesses whether any components of these segments constitute a business for which discrete financial information is available and where the Group’s segment manager regularly reviews the
operating results of that component.
The Group has the option to assess qualitative factors first to determine whether it is necessary to
perform the quantitative test in accordance with ASC
350-20,
Intangibles — Goodwill and Other: Goodwill
(“ASC
350-20”).
In the qualitative
assessment, the Group considers primary factors such as industry and market considerations, overall financial performance of the reporting unit, and other specific information related to the operations. If the Group believes, as a result of the
qualitative assessment, that it is
more-likely-than-not
that the fair value of the reporting unit is less than its carrying amount, the Group performs quantitative impairment test by comparing the fair value
of the reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, the Group records an impairment loss equal to that excess. No impairment was recorded for the years ended
December 31, 2024 and 2025.
Leases
The Group as the lessee determines whether a contract contains a lease at contract inception. Leases are classified as operating or finance
leases in accordance with ASC 842,
Leases
(“ASC 842”). As of December 31, 2024 and 2025, the Group had entered into operating leases for office facilities and did not have any finance leases. The Group’s leases do not
contain any residual value guarantees or material restrictive covenants. Some lease agreements contain lease and
non-lease
components, which the Group chooses not to account for as separate components as the
Group has elected the practical expedient. At the commencement date of an operating lease, the Group records a
right-of-use
(“ROU”) asset and lease liability
based on the present value of the lease payments over the lease term, which are based on the
non-cancellable
term of the lease and may contain options to extend or terminate the lease when it is reasonably
certain that the Group will exercise that option. ROU assets include any lease prepayments and are reduced by lease incentives.
The Group
uses the incremental borrowing rate in determining the present value of lease payments, unless the implicit rate is readily determinable. The incremental borrowing rate is estimated on a portfolio basis considering the entire lease term, currency
risk, credit risk and other adjustments. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term. The Group elected to not recognize a
right-of-use
asset or a lease liability on its balance sheet for short-term leases with a lease term of 12 months or less and does not include an option to purchase the
underlying asset that the lessee is reasonably certain to exercise.
Fixed rate notes
The Group issued Nigerian Naira 10,000,000 (equivalent to US$6,678) fixed rate notes (“Notes”) in December 2023 with one year
maturity. The Notes bear interest at the rate of 10% per annum and interest is payable upon maturity. The Notes were extended for one year upon maturity in 2024 and bear interest at the rate of 20% per annum for the extended period. The Notes are
classified as a short-term liability and measured at amortized cost using the effective interest method. The Notes were repaid in September 2025.
F-17
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OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Fair value measurements
ASC 820,
Fair Value Measurements
(“ASC 820”) defines fair value as the price that would be received from selling an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group
considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. ASC 820 establishes a three-tier fair value hierarchy, which
prioritizes the inputs used in measuring fair value as follows:
Level 1 — Observable inputs that reflect quoted prices
(unadjusted) for identical assets or liabilities in active markets.
Level 2 — Other inputs that are directly or indirectly
observable in the marketplace.
Level 3 — Unobservable inputs which are supported by little or no market activity.
ASC 820 also describes three main approaches to measuring the fair value of assets and liabilities:
(1) market approach; (2) income approach; and (3) cost approach. The market approach uses prices and other relevant information
generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by
current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.
The Group’s financial instruments include cash and cash equivalents, restricted cash, short-term investments, funds receivable and
customer accounts, fixed rate notes, funds payable and amounts due to customers, and interest-bearing deposits by customers. The carrying values of the financial instruments approximate their fair values because of the short maturity of these
instruments. The carrying amounts of “Interest-bearing deposits by customers,
non-current”
approximate fair value as they are consistent with the related interest rates currently offered by
financial institutions for similar debt instruments of comparable maturities.
Technology and development expenses
Technology and development expenses consist primarily of personnel related expenses and technical service fees, costs for cloud infrastructure
and other costs to support and improve the Group’s platform.
Selling and marketing expenses
Selling and marketing expenses consist primarily of advertising and marketing promotion expenses and personnel related expenses. Advertising
expenses are charged to selling and marketing expenses as incurred which amounted to US$35,916 and US$68,408 for the years ended December 31, 2024 and 2025, respectively.
Customer support and operations
Customer support and operations consist primarily of personnel related expenses and costs incurred in the Group’s customer operations
centers, including call center, customer onboarding and compliance costs.
F-18
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OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Hardware cost
Hardware cost mainly represents the cost of the POS terminals sold to the customers.
Comprehensive income
Comprehensive income is defined as the changes in equity of the Company during a period from transactions and other events and circumstances
excluding transactions resulting from investments by owners and distributions to owners. For the years ended December 31, 2024 and 2025, the Company’s comprehensive (loss) income includes net (loss) income and foreign currency translation
adjustments.
Income taxes
The Group follows the liability method of accounting for income taxes in accordance with ASC 740,
Income Taxes
(“ASC 740”).
Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the
differences are expected to be reversed. The Group records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more likely than not that a portion or all of the deferred tax assets will not be
realized. The effect of a change in tax rate is recognized in tax expense in the period that includes the enactment date of the change in tax rate.
The Group assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that
are still subject to assessment or challenge by relevant taxing authorities. The Group recognizes in the consolidated financial statements the benefit of a tax position which is “more likely than not” to be sustained under examination
based solely on the technical merits of the position assuming a review by tax authorities having all relevant information. Tax positions that meet the recognition threshold are measured using a cumulative probability approach, at the largest amount
of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. Interest and penalties arising from underpayment of income taxes shall be computed in accordance with the related tax law and are classified in the
consolidated statements of comprehensive (loss) income as income tax expense.
The Group early adopted Accounting Standards Update
(“ASU”)
2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures
(“ASU
2023-09”)
on January 1, 2024 on a prospective
basis, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid (Note 14).
Loss per share
In
accordance with ASC 260,
Earnings Per Share
(“ASC 260”), basic loss per share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period
using the
two-class
method. Under the
two-class
method, net loss is allocated between ordinary shares and other participating securities based on their participating
rights. The Company’s redeemable convertible preferred shares are considered participating securities because they are entitled to receive dividends or distributions on an as if converted basis if the Company has net income available for
distribution under certain circumstances.
F-19
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OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Loss per share (cont.)
Diluted loss per share is calculated by dividing net loss attributable to ordinary
shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalents shares outstanding during the period. Dilutive equivalent shares are excluded from
the computation of diluted earnings per share if their effects would be anti-dilutive. Ordinary equivalent shares consist of ordinary shares issuable upon the conversion of the redeemable convertible preferred shares using the
if-converted
method.
Segment Reporting
Based on the criteria established by ASC 280,
Segment Reporting
(“ASC 280”), the Group currently operates and manages its
business by two business sectors and each of them is a reportable segment. The Group’s chief operating decision-maker (“CODM”) is the chief executive officer. The CODM reviews operating results using segment profit to make
decisions about allocating resources for the Group and assessing performance of its segments. Refer to Note 15 “Segment reporting”.
Employee benefits
The Group maintains government mandated employee benefits schemes to cover employees of its subsidiaries and the VIE. The employee benefits
schemes are considered defined contribution plans. Employer and employee contributions are made based on various percentages of salaries and wages that vary based on employee age and other factors. The Group’s contributions into these plans
amounted to US$3,812 and US$5,295 for the years ended December 31, 2024 and 2025, respectively.
Recent Accounting
Pronouncements
The Company is an emerging growth company (“EGC”) as defined by the Jumpstart Our Business Startups Act
(“JOBS Act”). The JOBS Act provides that an EGC can take advantage of extended transition periods for complying with new or revised accounting standards. This allows an EGC to delay adoption of certain accounting standards until those
standards would otherwise apply to private companies. The Company elected to take advantage of the extended transition periods. However, this election will not apply should the Company cease to be classified as an EGC.
In November 2024, the FASB issued ASU
2024-03,
Income Statement — Reporting Comprehensive
Income — Expense Disaggregation Disclosures
(“ASU
2024-03”),
which will require disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee
compensation, depreciation, amortization and depletion, within relevant income statement captions. In January 2025, the FASB issued ASU
2025-01,
which clarifies the effective date of ASU
2024-03.
ASU
2024-03
is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual
reporting periods beginning after December 15, 2027. This ASU should be applied prospectively with the option to apply the standard retrospectively. Early adoption is permitted. The Group is currently evaluating the impact of this new standard
on its consolidated financial statements.
In July 2025, the FASB issued ASU
2025-05,
Financial
Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets
(“ASU
2025-05”),
which provide (1) all entities with a practical
expedient and (2) entities other than public business entities with an accounting
F-20
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OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Recent Accounting Pronouncements (cont.)
policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. An entity can elect a
practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the assets when estimating expected credit losses. ASU
2025-05
is
effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. This ASU should be applied prospectively. The Group is currently
evaluating the impact of this new standard on its consolidated financial statements.
3. CONCENTRATION OF RISKS
Concentration of business in Nigeria
A majority of the Group’s business operations are conducted in Nigeria. As a result, the business, results of operations, financial
condition and prospects are inherently sensitive to economic, political and social developments in Nigeria. Nigeria’s operating environment is subject to macroeconomic variability, policy shifts and regulatory changes. Fluctuations in growth,
inflation and currency values, together with adjustments to fiscal, monetary or trade measures, may adversely affect the Group’s liquidity, costs, pricing, and the value of the financial assets. Infrastructure constraints and regional
disparities can impair efficiency, increase operating expenses and disrupt business continuity.
For instance, a large portion of the cash
and cash equivalents, short term investments, funds receivable and customer accounts were held with financial institutions in Nigeria, and most of the loans and interest receivable were derived from customers and borrowers located in Nigeria. As a
result, adverse economic, regulatory or financial developments affecting the financial institutions or borrowers could increase credit losses, impair asset recoverability or adversely affect the Group’s liquidity.
In addition, the Group conducts a substantial portion of its operations in NGN, which is not freely convertible into foreign currencies and
foreign exchange transactions are subject to regulatory controls and approvals by the CBN. Restrictions on access to foreign currency, delays in conversion or remittance, or changes in foreign exchange regulations or enforcement practices could
limit the Group’s ability to convert local currency balances, settle cross-border obligations or upstream funds, which could adversely affect the Group’s liquidity management, capital allocation and financial flexibility.
Changes in laws and regulations, licensing requirements, taxation, and compliance expectations may occur with limited notice and could impose
additional costs or restrictions on the Group’s operations. Periods of instability, including supply chain disruptions or market volatility, may negatively impact demand, settlement cycles, and the Group’s ability to execute strategic
plans. Any of these factors, individually or in combination, could have a material adverse effect on the Group’s business and operations.
Concentration of credit risk
Financial instruments that potentially expose the Group to significant concentration of credit risk primarily consist of cash and cash
equivalents, restricted cash, short-term investments, customer accounts, loans and interest receivable. The carrying amounts of these assets represent the Group’s maximum exposure to credit risk.
F-21
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OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
3. CONCENTRATION OF RISKS (cont.)
Concentration of credit risk (cont.)
As of December 31, 2024 and 2025, approximately 93% and 90% of the Group’s cash
and cash equivalents, restricted cash, short-term investments and customer accounts were held in the financial institutions in Nigeria and remaining were held in financial institutions outside Nigeria.
As of December 31, 2024
Currency
Local
Currency
amount
US$
equivalent
amount
Indonesia
IDR
206,215,831
12,759
Nigeria
NGN
782,907,518
505,428
Egypt
EGP
74,624
1,468
As of December 31, 2025
Currency
Local
Currency
amount
US$
equivalent
amount
Indonesia
IDR
271,140,381
16,157
Nigeria
NGN
1,268,281,367
883,354
Egypt
EGP
86,390
1,812
The risk with respect to loans and interest receivable is mitigated by credit evaluations the Group performs
on its customers and the Group’s ongoing monitoring process of outstanding balances.
Concentration of suppliers, customers
and funding partners
The Group utilizes payment processors and financial institutions to process transactions. During the years
ended December 31, 2024 and 2025, one payment processor accounted for 59% and 47% of total transaction expenses, respectively.
During the years ended December 31, 2024 and 2025, no customer accounted for more than 10% of total revenues.
Funding partners accounted for more than 10% of the Group’s
off-balance
sheet loans as of
December 31, 2024 and 2025, as follows:
As of December 31,
Name
2024
2025
Bank A
26
%
50
%
Bank B
26
%
15
%
Bank C
22
%
14
%
Bank D
15
%
10
%
Bank E
11
%
Less than 10
%
Foreign currency risk
Foreign exchange risk arises from recognized assets and liabilities denominated in a currency that is not the functional currency of the Group.
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OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
3. CONCENTRATION OF RISKS (cont.)
Foreign currency risk (cont.)
Due to its international business activities, the Group is exposed to the risk of changes in
foreign exchange rates in connection with payables and receivables resulting from transactions denominated in a different currency from the functional currency of the respective operation as well as intercompany financing.
Interest Rate Risk
The Group is exposed to interest rate risk on its short-term investments, loans and interest receivable and interest-bearing liabilities.
Fluctuations in market interest rates may negatively affect the Group’s financial condition and results of operations. The Group has not been exposed to material risks due to changes in market interest rates as the short-term investments,
loans and interest receivable and interest-bearing liabilities held by the Group all bear interest at a fixed interest rate.
4. LOANS AND INTEREST
RECEIVABLE
Loans and interest receivable consists of the following:
As of December 31,
2024
2025
US$
US$
Loans and interest receivable
56,246
273,641
Less: allowance for credit losses
(15,012
)
(77,545
)
Loans and interest receivable, net
41,234
196,096
The following table presents nonaccrual loans as of December 31, 2024 and 2025:
As of December 31,
2024
2025
US$
US$
Nonaccrual loans
2,604
14,178
Less: allowance for credit losses
(2,397
)
(13,036
)
Nonaccrual loans, net
207
1,142
The amount of interest income recognized during the years ended December 31, 2024 and 2025 on nonaccrual
loans were nil.
The following table presents the aging of
past-due
loans and interest receivable
as of December 31, 2024:
1-30 days
31-60 days
61-90 days
91-120 days
Total past
due
Current
Total
US$
US$
US$
US$
US$
US$
US$
Loans and interest receivable
5,310
4,334
4,030
2,604
16,278
39,968
56,246
Total
5,310
4,334
4,030
2,604
16,278
39,968
56,246
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OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
4. LOANS AND INTEREST RECEIVABLE (cont.)
The following table presents the aging of
past-due
loans and interest receivable as of December 31, 2025:
1-30 days
31-60 days
61-90 days
91-120 days
Total past
due
Current
Total
US$
US$
US$
US$
US$
US$
US$
Loans and interest receivable
31,237
25,006
23,290
14,178
93,711
179,930
273,641
Total
31,237
25,006
23,290
14,178
93,711
179,930
273,641
The following table provides information on delinquency, which is the primary credit quality indicator for
loans and interest receivables. The amortized cost of loans was presented by year of origination for five origination years and beyond, as of December 31, 2025:
1-30 days
31-60 days
61-90 days
91-120 days
Total past
due
Current
Total
US$
US$
US$
US$
US$
US$
US$
2023 and before
—
—
—
—
—
—
—
2024
3
7
15
9
34
—
34
2025
31,234
24,999
23,275
14,169
93,677
179,930
273,607
Total
31,237
25,006
23,290
14,178
93,711
179,930
273,641
The roll-forward of the allowance for credit losses related to loans and interest receivable for the years
ended December 31, 2024 and 2025 consists of the following activity:
As of December 31, 2024
Loans
Interest
receivable
Total
US$
US$
US$
Balance at the beginning of the year
(11,773
)
(1,467
)
(13,240
)
Provision for expected credit losses
(23,763
)
(695
)
(24,458
)
Write-off
17,326
—
17,326
Impact of foreign currency
4,769
591
5,360
Balance at the end of the year
(13,441
)
(1,571
)
(15,012
)
As of December 31, 2025
Loans
Interest
receivable
Total
US$
US$
US$
Balance at the beginning of the year
(13,441
)
(1,571
)
(15,012
)
Provision for expected credit losses
(115,921
)
(8,237
)
(124,158
)
Write-off
69,951
—
69,951
Impact of foreign currency
(7,729
)
(597
)
(8,326
)
Balance at the end of the year
(67,140
)
(10,405
)
(77,545
)
F-24
Table of Contents
OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
5. PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consist of the following:
As of December 31,
2024
2025
US$
US$
Prepayments
17,217
28,662
Other receivables
16,959
27,508
Prepaid taxes
2,098
5,830
Total
36,274
62,000
6. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consist of the following:
As of December 31,
2024
2025
US$
US$
Computer and electronic equipment
4,579
4,009
Office equipment
2,274
1,278
Vehicles
487
479
Less: Accumulated depreciation
(4,622
)
(2,371
)
Total
2,718
3,395
Depreciation expenses for the years ended December 31, 2024 and 2025 were US$3,565 and US$2,372, respectively.
7. LEASES
The Group’s
operating leases mainly relate to office facilities. For the years ended December 31, 2024 and 2025, the operating lease expenses were US$21 and US$721, respectively. There was no variable lease expenses for the periods presented.
As of December 31, 2024 and 2025, the weighted average remaining lease term was 1.8 years and 2.52 years, respectively. As of
December 31, 2024 and 2025, the weighted average discount rate was 7.60% and 6.42%, respectively.
Supplemental cash flow information
related to operating leases was as follows:
As of
December 31,
2024
2025
US$
US$
Cash payment for operating leases
207
1,460
ROU assets obtained in exchange for operating lease liabilities
418
1,421
F-25
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OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
7. LEASES (cont.)
A summary of the maturity of operating lease liabilities under the Group’s
non-cancellable
operating leases as of December 31, 2025 is as follows:
Operating leases
Year ending December 31,
US$
2026
572
2027
551
2028
515
2029
198
Total future lease payments
1,836
Less: Imputed interest
213
Total lease liability balance
1,623
8. INTANGIBLE ASSETS
Intangible assets with finite and indefinite lives consist of the following:
As of December 31,
2024
2025
US$
US$
Intangible assets with finite lives
Software
74
74
User list
26,193
25,313
Less: Accumulated amortization
(24,142
)
(25,384
)
2,125
3
Intangible assets with indefinite lives
Licenses
107,993
104,532
Trademark
9,574
9,220
117,567
113,752
Total
119,692
113,755
Amortization expenses for the years ended December 31, 2024 and 2025 were US$12,986 and US$2,091,
respectively.
Estimated amortization expense relating to the existing intangible assets with finite lives for the remaining years is
immaterial.
9. RELATED PARTY TRANSACTIONS
a) Related Parties
Name of related party
Relationship with the Group
Opera Limited (“Opera”)
An entity, of which the chairman of the board
is the principal shareholder of the Company
F-26
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OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
9. RELATED PARTY TRANSACTIONS (cont.)
b) The Group had the following related party balances at the end of the year:
As of
December 31,
2024
2025
US$
US$
Amounts due to related parties, current:
Opera (i)
479
—
Total
479
—
(i) The balance represents technology and development expenses payable to Opera.
10. FAIR VALUE MEASUREMENTS
The
following are financial instruments not measured at fair value in the consolidated balance sheets, but for which the fair value is estimated for disclosure purposes:
As of December 31, 2024
Active
market
(Level 1)
Observable
input (Level 2)
Non-observable
input
(Level 3)
Total
US$
US$
US$
US$
Assets:
Cash and cash equivalents
—
104,790
—
104,790
Restricted cash
—
2,146
—
2,146
Short-term investments:
Treasury bills
—
23,856
—
23,856
Wealth management products
—
107,498
—
107,498
Funds receivable and customer accounts
Cash and cash equivalents
—
302,691
—
302,691
Funds receivable
—
39,633
—
39,633
Liabilities
：
Fixed rate notes
—
6,586
—
6,586
Funds payable and amounts due to customers
—
342,324
—
342,324
Interest-bearing deposits by customers
—
244,195
—
244,195
F-27
Table of Contents
OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
10. FAIR VALUE MEASUREMENTS (cont.)
As of December 31, 2025
Active
market
(Level 1)
Observable
input (Level 2)
Non-observable
input
(Level 3)
Total
US$
US$
US$
US$
Assets:
Cash and cash equivalents
—
274,317
—
274,317
Restricted cash
—
1,915
—
1,915
Short-term investments:
Treasury bills
—
53,338
—
53,338
Wealth management products
—
357,108
—
357,108
Funds receivable and customer accounts
—
Cash and cash equivalents
—
297,780
—
297,780
Funds receivable
—
46,446
—
46,446
Liabilities
：
—
Funds payable and amounts due to customers
—
344,226
—
344,226
Interest-bearing deposits by customers
—
704,965
—
704,965
The Group did not have any assets or liabilities measured and recorded at fair value on a
non-recurring
basis as of December 31, 2024 and 2025.
11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities consist of the following:
As of December 31,
2024
2025
US$
US$
Accrued operating expenses
40,057
39,718
Payroll payable
8,647
1,952
Tax payable
11,207
48,914
Others
7,817
12,857
Total
67,728
103,441
12. REDEEMABLE CONVERTIBLE PREFERRED SHARES
As of January 1, 2024, several investors held in an aggregate of 62,428,225 Series Seed, 150,227,870 Series Seed+, 169,895,125 Series A,
309,795,725 Series B and 413,437,296 Series C redeemable convertible preferred shares (collectively, the “Preferred Shares”). The key terms of the Preferred Shares of the Company are summarized as follows:
Redemption Rights
The Preferred Shares are subject to redemption by the Company at the option of the preferred shareholders if any of the following events occur:
(i) the Company fails to complete a qualified IPO upon or before December 31, 2026; (ii) any material breach of any applicable laws or any part of the transaction documents or
F-28
Table of Contents
OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
12. REDEEMABLE CONVERTIBLE PREFERRED SHARES (cont.)
Redemption Rights (cont.)
any material breach of the Group’s organizational documents by the Company and its subsidiaries, or any of the founder parties, and, if such breach is curable, such breach not having been
cured within thirty days following the correction notice delivered or sent by the preferred shareholders; (iii) any holder of any Preferred Shares elects to exercise its redemption right. On December 18, 2025, the shareholders of the
Company approved a resolution which adopted the Eighth Amended and Restated Memorandum and Articles of Association (the Restated M&A), which extended the redemption date of the Preferred Shares from December 31, 2026 to December 31,
2027.
The redemption amount for the Preferred Shares is equal to 100% of issue price, plus an amount accruing at a simple rate of 8% per
year of the issue price (calculated from the applicable original issue date and ending on the date that the redemption price is paid in full by the Company), and plus the amount of all declared but unpaid dividends with respect to such preferred
shares.
Conversion Rights
Each holder of Preferred Shares has the right, at their sole discretion, to convert all or any portion of the Preferred Shares into ordinary
shares as determined by the applicable conversion price for each series of the Preferred Shares. The initial conversion price for each Preferred Share was equal to their respective issue price.
The Preferred Shares will automatically be converted into ordinary shares at the then applicable conversion price upon the consummation of a
qualified IPO defined as a public offering of shares or other equity securities on a recognized regional or national securities exchange acceptable to preferred majority or upon the prior written approval of the preferred majority. The initial
conversion ratio for the Preferred Shares to ordinary shares is on a
one-for-one
basis and subject to adjustments in the event of stock dividends, stock splits and
certain dilutive issuances.
Liquidation preference
In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, or any deemed liquidation event as
defined in the Company’s Memorandum of Association, the available assets of the Company will be distributed to each preferred and ordinary shareholder as follows:
Each holder of the Series C preferred shares is entitled to receive an amount equal to 100% of the Series C issue price plus all declared but
unpaid and
non-accumulative
dividends on Series C preferred shares prior to any distribution to any other preferred shareholders and the ordinary shareholders of the Company.
After all payments to the Series C preferred shareholders, each holder of the Series B preferred shares is entitled to receive an amount equal
to 100% the Series B issue price plus all declared but unpaid and
non-accumulative
dividends on Series B preferred shares prior to any distribution to holders of Series A, Seed+ and Seed preferred shares and
the Company’s ordinary shareholders.
After all payments to the Series B preferred shareholders, each holder of the Series A
preferred shares is entitled to receive an amount equal to 100% the Series A issue price plus all declared but unpaid and
non-accumulative
dividends on Series A preferred shares prior to any distribution to
holders of Series Seed+ and Seed preferred shares and the Company’s ordinary shareholder.
F-29
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OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
12. REDEEMABLE CONVERTIBLE PREFERRED SHARES (cont.)
Liquidation preference (cont.)
After all payments to the Series A preferred shareholders, each holder of the Series Seed+
preferred shares is entitled to receive an amount equal to 100% the Series Seed+ issue price plus all declared but unpaid and
non-accumulative
dividends on Series Seed+ preferred shares prior to any
distribution to holders of Series Seed preferred shares and the Company’s ordinary shareholders.
After all payments to the Series
Seed+ preferred shareholders, each holder of the Series Seed preferred shares is entitled to receive an amount equal to 100% the Series Seed issue price plus all declared but unpaid and
non-accumulative
dividends on Series Seed preferred shares prior to any distribution to holders of the Company’s ordinary shareholders.
After
payments made to the preferred shareholders in accordance with the above, all of the remaining assets of the Company available for distribution to preferred and ordinary shareholders on a
pro-rata
basis on an
as-converted
basis.
The liquidation preference amount was US$724,242 as of December 31, 2025.
Dividend Rights
The Series C preferred shareholders shall first receive
non-cumulative
dividends on an annual basis at
the rate equal to 8% of the issue price if declared by the Board of Directors. The remaining dividends available for distribution according to the relative number of the Preferred Shares held by such holder ratably.
Voting Rights
Each holder of Preferred Shares shall be entitled to the number of votes equal to the number of ordinary shares into which the Preferred Shares
held by such holder could be converted as of the record date, or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is solicited.
Accounting for redeemable convertible preferred shares
The Preferred Shares are classified as mezzanine equity as they may be redeemed at the option of the holder on or after an agreed upon date or
upon occurrence of certain events outside the Company’s sole control including deemed liquidation events. The Company uses the whole instrument approach to determine whether the nature of the host contract in a hybrid instrument is more akin
to debt or equity. The Company evaluated and concluded none of the feature met the definition of an embedded derivative that required bifurcation accounting because the underlying ordinary shares are not publicly traded nor readily convertible into
cash.
The Preferred Shares are not currently redeemable, but it is probable that the Preferred Shares will become redeemable. The Company
elected to recognize the changes in redemption value based on the contractual redemption terms immediately as they occur and adjust the carrying amount of the Preferred Shares to equal the redemption value at the end of each reporting period. The
Company recorded accretion charges as an increase to the net loss attributable to ordinary shareholders during the years ended December 31, 2024 and 2025.
Upon the issuance of Series A, Series B and Series C preferred shares on the respective issuance dates, the redemption term of any previously
issued series of preferred shares were modified to be the same as the
F-30
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OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
12. REDEEMABLE CONVERTIBLE PREFERRED SHARES (cont.)
Accounting for redeemable convertible preferred shares (cont.)
redemption term of the most recent series of preferred shares issued. The Company considered the amendments as extinguishment when the fair value of the preferred shares was changed by greater
than 10% immediately after the change in terms on the modification date. With the assistance of an independent third-party valuation firm, the Company determined that the change in fair value did not exceed 10% for each series of preferred shares,
and the change in redemption value was therefore accounted for as a modification. The Company accounts for modifications that result in an increase to the fair value of the modified preferred shares as a deemed dividend reconciling net loss to net
loss attributable to ordinary shareholders as there is a transfer of value from the ordinary shareholders to the preferred shareholders. Modifications that result in a decrease of the fair value of the modified preferred shares were not recognized.
The movement of the Preferred Shares for the years ended December 31, 2024 and 2025 are as follows:
Series
Seed
Series
Seed+
Series A
Series B
Series C
Total
US$
US$
US$
US$
US$
US$
Balance as of January 1, 2024
6,885
19,313
34,735
161,030
569,869
791,832
Issuance of preferred shares*
—
—
—
—
10,000
10,000
Accretion to preferred shares redemption value
401
1,126
2,038
9,626
39,905
53,096
Balance as of December 31, 2024**
7,286
20,439
36,773
170,656
619,774
854,928
Issuance of preferred shares*
—
—
—
—
100,000
100,000
Accretion to preferred shares redemption value
400
1,123
2,032
9,600
76,316
89,471
Repurchase of preferred shares**
—
—
—
—
(11,168
)
(11,168
)
Balance as of December 31, 2025
7,686
21,562
38,805
180,256
784,922
1,033,231
*
In 2024 and 2025, cash consideration was received for 5,640,968 and 82,142,710 Series C preferred shares that
were issued before 2024, respectively.
**
In August 2025, the Company repurchased 5,640,968 Series C preferred shares from certain preferred shareholders
for a total cash consideration of US$11,168. No premium or discount recognized on the repurchase of preferred shares.
13.
COMMITMENTS AND CONTINGENCIES
Contingencies
In the normal course of business, the Group is subject to contingencies, such as legal proceedings and claims arising out of its business,
which are mainly related to Group’s
non-execution
of certain contracts signed with customers. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the
amount of the assessment can be reasonably estimated. If the assessment indicates that a potential loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability,
together with an estimate of the range of possible loss, if determinable and material, would be disclosed. The Group did not have any material commitments for legal proceedings and claims as of December 31, 2025.
Capital commitment
The Group did not have any material commitments for property and equipment purchases as of December 31, 2025.
F-31
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OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
14. INCOME TAX
Cayman Islands
Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gains arising in the Cayman Islands.
Additionally, upon payments of dividends by the Company to its shareholders, no Cayman Islands withholding tax will be imposed.
Singapore
Under the Singapore tax laws, subsidiaries in Singapore are subject to a unified 17% tax rate, and there are no withholding taxes in Singapore
on remittance of dividends.
Nigeria
Entities established in Nigeria are subject to 10% withholding tax and 30% corporate income tax. Minimum tax is payable by entities having no
taxable profits for the year or where the tax on profits is below the minimum tax, which is calculated as 0.5% of gross turnover.
Egypt
Entities established in Egypt are subject to 22.5% corporate income tax.
The current and deferred components of income tax expense appearing in the consolidated statements of comprehensive (loss) income are as
follows:
Years ended
December 31,
2024
2025
US$
US$
Nigeria
Current tax expense
2,778
32,337
Deferred tax benefit
—
—
Other foreign jurisdictions
Current tax expense
1,434
4,062
Deferred tax (benefit) expense
(430
)
1,924
Total income tax expense
3,782
38,323
F-32
Table of Contents
OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
14. INCOME TAX (cont.)
Egypt (cont.)
The reconciliation of total tax expense computed by applying the respective statutory income
tax rate to
pre-tax
loss or income is as follows:
Years ended
December 31,
2024
Percent
US$
%
Income tax expense at Nigeria statutory rate
(14,114
)
30
%
Cayman
Statutory tax rate difference between Cayman Island and Nigeria
2,212
(5
)%
Singapore
Statutory tax rate difference between Singapore and Nigeria
2,045
(4
)%
Changes in valuation allowances
1,631
(3
)%
Non-deductible
expenses
1,048
(2
)%
Other adjustments
(5
)
0
%
Egypt
Changes in valuation allowances
1,081
(2
)%
Other adjustments
445
(1
)%
Other foreign jurisdictions
214
(1
)%
Change in valuation allowances
7,451
(16
)%
Other
non-deductible
expenses
733
(2
)%
Other adjustments
1,041
(2
)%
Income tax expense
3,782
(8
)%
Years ended
December 31,
2025
Percent
US$
%
Income tax expense at Nigeria statutory rate
33,238
30
%
Singapore
Statutory tax rate difference between Singapore and Nigeria
2,591
2
%
Changes in valuation allowances
3,348
3
%
Other adjustments
49
0
%
Hong Kong
Changes in valuation allowances
(2,572
)
(2
)%
Non-taxable
income
(3,274
)
(3
)%
Other adjustments
130
0
%
Other foreign jurisdictions
(1,238
)
0
%
Change in valuation allowances
3,587
3
%
Development Levy
3,429
3
%
Effect of foreign exchange
(1,280
)
(1
)%
Other adjustments
315
0
%
Income tax expense
38,323
35
%
F-33
Table of Contents
OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
14. INCOME TAX (cont.)
Egypt (cont.)
The income tax paid by jurisdictions is as follows:
Years ended
December 31,
2024
2025
US$
US$
Nigeria
413
2,165
Other foreign jurisdictions
113
1,295
Total income tax paid
526
3,460
Deferred Tax
The significant components of deferred taxes were as follows:
As of December 31,
2024
2025
US$
US$
Deferred tax assets
Provision for expected credit loss
702
754
Amortization of intangible assets
3,918
6,854
Accrued expenses
14,442
18,241
Capital allowance on assets
3,623
4,921
Others
487
1,261
Net operating losses carrying forward
9,303
9,150
Valuation allowances
(31,704
)
(38,935
)
Total deferred tax assets, net
771
2,246
Deferred tax liabilities
Intangible assets arising from acquisition
(26,722
)
(25,445
)
Unearned revenue
(4,502
)
(6,276
)
Others
(160
)
(2,055
)
Total deferred tax liabilities, net
(31,384
)
(33,776
)
Valuation allowances have been provided on the net deferred tax assets where, based on all available evidence,
it was considered more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods.
Realization of the net deferred tax assets is dependent on factors including future reversals of existing taxable temporary differences and
adequate future taxable income, exclusive of reversing deductible temporary differences and tax loss or credit carry forwards. The Group evaluates the potential realization of deferred tax assets on an
entity-by-entity
basis. As of December 31, 2024 and 2025, valuation allowances were provided against deferred tax assets in entities where it was determined it was more likely than not that the benefits
of the deferred tax assets will not be realized.
F-34
Table of Contents
OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
14. INCOME TAX (cont.)
Deferred
Tax (cont.)
As of December 31, 2024 and 2025, the Group had cumulative tax losses of US$37,474 and
US$36,064 derived from entities in Singapore, Nigeria and other regions. The tax losses in Singapore and Nigeria can be carried forward without an expiration date.
The Group did not record any dividend withholding taxes on the undistributed earnings of foreign subsidiaries during the year on the basis of
its current intent to permanently reinvest its foreign subsidiaries’ earnings. As of December 31, 2024 and 2025, the total amount of undistributed earnings from foreign subsidiaries for which no withholding tax has been accrued was
US$19,986 and US$34,119. Determination of the amount of unrecognized deferred tax liability related to these earnings is not practicable.
As of and for the years ended December 31, 2024 and 2025, there was no significant impact from tax uncertainties on the Group’s
financial position and result of operations. The Group did not record any interest and penalties related to an uncertain tax position for the years ended December 31, 2024 and 2025. The Group does not expect the amount of unrecognized tax
benefits would increase significantly in the next 12 months.
In general, the Nigeria tax authorities have up to six years to conduct
examinations of the tax filings of the Group’s Nigeria subsidiaries. Accordingly, the Nigeria subsidiaries’ tax filings from 2020 through 2025 remain open to examination by the respective tax authorities. The Group may also be subject to
the examinations of the tax filings in other jurisdictions.
15. SEGMENT REPORTING
As of December 31, 2024 and 2025, the Group had two reportable operating segments consisting of i) digital wallets and banking; ii) credit
business. This reporting structure is organized according to the services each segment serves. The digital wallets and banking segment mainly provides digital wallets, payment, and saving services, and generates transaction-based services revenue,
interest income from short-term investments and others. The credit business segment mainly provides micro loan services where the Group primarily generates loan financing and loan facilitation services revenue.
The accounting policies of the operating segments are the same as those applied in the consolidated financial statements. The CODM uses
segment profit as the basis to evaluate the performance of each of the reportable operating segments. The CODM uses segment profit to make decisions and allocate resources (including employees, and financial or capital resources). Segment profit is
also the metric with which the CODM assesses results and is a key component of the Group’s annual variable compensation plans. Segment profit does not include certain expenses that are directly attributable to segments and corporate expenses
as the CODM does not use such information to allocate resources to or evaluate the performance of the operating segments.
No separate
segment assets information is provided to the Group’s CODM for use in allocating resources to or evaluating the performance of the segments.
F-35
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OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
15. SEGMENT REPORTING (cont.)
The following table presents summarized financial information regarding the Group’s
operating segments for the year ended December 31, 2024:
Digital wallets
and banking
Credit
business
Total
Revenues from external customers
92,876
112,855
205,731
Intersegment revenues
26,817
—
26,817
119,693
112,855
232,548
Reconciliation of revenue:
Elimination of intersegment revenues
(26,817
)
Total consolidated revenues
205,731
Less:
Transaction-based expenses
(17,989
)
—
(17,989
)
Intersegment transaction-based expenses
—
(26,817
)
(26,817
)
Provision for expected credit loss
—
(24,830
)
(24,830
)
Interest and financial expenses
(6,192
)
—
(6,192
)
Segment profit
95,512
61,208
156,720
Reconciliation of segment profit:
Technology and development expenses
(79,603
)
Selling and marketing expenses
(43,361
)
General and administrative expenses
(26,084
)
Customer support and operations
(16,740
)
Depreciation and amortization
(16,551
)
Hardware cost
(9,576
)
Others
93
Interest income
4,931
Interest expense
(1,867
)
Foreign exchange loss, net
(14,278
)
Others, net
(729
)
Loss before income taxes
(47,045
)
F-36
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OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
15. SEGMENT REPORTING (cont.)
The following table presents summarized financial information regarding the Group’s
operating segments for the year ended December 31, 2025:
Digital wallets
and banking
Credit
business
Total
Revenues from external customers
221,706
314,545
536,251
Intersegment revenues
11,026
—
11,026
232,732
314,545
547,277
Reconciliation of revenue:
Elimination of intersegment revenues
(11,026
)
Total consolidated revenues
536,251
Less:
Transaction-based expenses
(14,348
)
—
(14,348
)
Intersegment transaction-based expenses
—
(11,026
)
(11,026
)
Provision for expected credit loss
—
(121,294
)
(121,294
)
Interest and financial expenses
(21,477
)
—
(21,477
)
Segment profit
196,907
182,225
379,132
Reconciliation of segment profit:
Technology and development expenses
(95,147
)
Selling and marketing expenses
(96,609
)
General and administrative expenses
(26,640
)
Customer support and operations
(27,480
)
Depreciation and amortization
(4,463
)
Hardware cost
(21,693
)
Interest income
4,099
Interest expense
(1,988
)
Foreign exchange gain, net
3,338
Others, net
(1,756
)
Income before income taxes
110,793
Net revenues by geographic area are based upon the location of the customer. Total net revenues by geographic
area are presented as follows:
Years ended
December 31,
2024
2025
US$
US$
Nigeria
156,434
472,556
Indonesia
40,133
52,846
Egypt
7,234
8,840
Others
1,930
2,009
205,731
536,251
F-37
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OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
15. SEGMENT REPORTING (cont.)
Long-lived assets by geographic area are presented as follows, including property and
equipment, operating lease
right-of-use
assets and intangible assets with finite lives:
As of
December 31,
2024
2025
US$
US$
Nigeria
1,339
3,440
Indonesia
2,620
254
Egypt
16
176
Others
1,286
2,120
5,261
5,990
16. LOSS PER SHARE
Basic and diluted net loss per share is calculated as follows:
Years ended December 31,
2024
2025
US$
US$
Numerator:
Net (loss) income attributable to OPay Limited
(50,977
)
72,470
Accretion of preferred shares
(53,096
)
(89,471
)
Numerator for computing loss per share – basic and diluted
(104,073
)
(17,001
)
Denominator:
Weighted average number of ordinary shares outstanding – Basic and diluted
498,722,353
498,722,353
Loss per share – basic and diluted
(0.21
)
(0.03
)
For the years ended December 31, 2024 and 2025, net loss was not allocated to the Preferred Shares as they
do not have contractual obligations to share in the losses of the Group. The effect of all outstanding Preferred Shares was excluded from the computation of diluted loss per share as their effects would be anti-dilutive.
17. RESTRICTED NET ASSETS
The
Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries and the VIE. Relevant laws and regulations permit payments of dividends by the Company’s subsidiaries and the
VIE only out of their retained earnings, if any, as determined in accordance with local accounting standards and regulations.
F-38
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OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
17. RESTRICTED NET ASSETS (cont.)
Indonesia
The Indonesian regulations require a limited liability company to reserve a certain amount from its net income each year as a reserve fund
until such fund amounts to at least 20% of its issued and
paid-in
capital. As of December 31, 2024 and 2025, the amounts appropriated to the statutory reserve were nil and US$2,590, respectively .
As a result of these laws and regulations, including the requirement to statutory reserve fund prior to payment of dividends, the
Company’s VIE in Indonesia is restricted in their ability to transfer a portion of their net assets to the Company.
Nigeria
According to local regulations, dividends shall be payable only out of the distributable profits of the Company’s subsidiaries
in Nigeria. In addition, microfinance banking subsidiary shall not declare or pay any dividend until it i) writes off all its preliminary and
pre-operational
expenses; ii) makes the required provisions for
loans and other assets; iii) satisfies the minimum capital adequacy ratio requirements; and iv) meets all matured obligations. When the payment of dividend would result in withdrawal of any part of the free reserves due to inadequacy of the profit
for the year or where the statutory report is not satisfactory, prior approval from the CBN is mandatory.
Egypt
Pursuant to the Egyptian Companies Law, the entity is required to appropriate at least 5% of net profits annually to form a legal reserve,
until such reserve reaches 50% of the issued capital, at which point the Ordinary General Assembly (OGA) may decide to suspend further appropriation. Any additional reserves may only be created based on a resolution of the OGA.
As of December 31, 2025, amounts of restricted net assets of the above subsidiaries and the VIE were US$3,629.
18. SUBSEQUENT EVENTS
The subsequent
events have been evaluated through May 1, 2026, the date the financial statements are issued.
In April 2026, the Company’s Board of
Directors approved the 2026 Equity Incentive Plan (“2026 Plan”). The maximum aggregate number of ordinary shares that may be issued pursuant to the 2026 Plan is 168,664,930 ordinary share. In connection with the establishment of the 2026
Plan, on April 29, 2026, the Company issued 168,664,930 ordinary shares to Bloom Haven Limited, a trustee for the purposes of administering 2026 Plan.
F-39
Table of Contents
OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
19. PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION
The following is the condensed financial information of the Company on a parent company only basis.
Condensed balance sheets
As of December 31,
2024
2025
US$
US$
ASSETS
Current assets:
Cash and cash equivalents
11
21,751
Amounts due from subsidiaries
10,000
55,700
Prepayment and other current assets
—
1,334
Total current assets
10,011
78,785
Non-current
assets:
Amounts due from subsidiaries and VIE
144,701
220,921
Total
non-current
assets
144,701
220,921
TOTAL ASSETS
154,712
299,706
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued liabilities
7,000
—
Total current liabilities
7,000
—
TOTAL LIABILITIES
7,000
—
MEZZANINE EQUITY
854,928
1,033,231
Shareholders’ deficit:
Ordinary shares (US$0.000004 par value per share; 11,306,432,081 shares authorized, 498,722,353
shares issued and outstanding as of December 31, 2024; 11,312,073,049 shares authorized, 498,722,353 shares issued and outstanding as of December 31 2025)
2
2
Additional
paid-in
capital
—
—
Accumulated other comprehensive income
27,254
17,946
Accumulated deficit
(734,472
)
(751,473
)
TOTAL SHAREHOLDERS’ DEFICIT
(707,216
)
(733,525
)
TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT
154,712
299,706
F-40
Table of Contents
OPay Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
19. PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION (cont.)
Condensed statements of comprehensive (loss) income
Years ended
December 31,
2024
2025
US$
US$
General and administrative expenses
(7,370
)
(178
)
Interest income
—
187
Interest expense
(2
)
(1,168
)
Share of (losses) income in subsidiaries and VIE
(43,605
)
73,629
Net (loss) income to shareholders of OPay Limited
(50,977
)
72,470
Other comprehensive income (loss), net of tax of nil
Foreign currency translation adjustments
4,802
(9,308
)
Comprehensive (loss) income attributable to OPay Limited
(46,175
)
63,162
Accretion of preferred shares
(53,096
)
(89,471
)
Comprehensive loss attributable to ordinary shareholders of OPay Limited
(99,271
)
(26,309
)
Condensed statements of cash flows
Years ended
December 31,
2024
2025
US$
US$
Net cash (used in) provided by operating activities
(132
)
44,807
Net cash used in investing activities
—
—
Net cash provided by (used in) financing activities
100
(23,067
)
Net (decrease) increase in cash and cash equivalents
(32
)
21,740
Cash and cash equivalents at the beginning of the year
43
11
Cash and cash equivalents at the end of the year
11
21,751
(a)
Basis of presentation
Condensed financial information is used for the presentation of the Company, or the parent company. The condensed financial information of the
parent company has been prepared using the same accounting policies as set out in the Company’s consolidated financial statements except that the parent company used the equity method to account for investment in its subsidiaries and VIE.
The Company records its investments in subsidiaries and VIE under the equity method of accounting as prescribed in ASC
323-10
Investment-Equity Method and Joint Ventures
. The subsidiaries and the VIE’s income (losses) are reported as “Share of (losses) income in subsidiaries and VIE” on the condensed
statements of comprehensive (loss) income. Under the equity method of accounting, the Company’s carrying amounts of its investment in subsidiaries and the VIE was reduced to nil as of December 31, 2024 and 2025 and the carrying amounts of
“Amounts due from subsidiaries and VIE” was further adjusted.
Certain information and footnote
disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted and as such, these Company-only financial statements should be read in conjunction with the Group’s consolidated
financial statements.
F-41
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OPay Limited
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
Notes
As of
December 31,
2025
June 30,
2026
US$
US$
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents
274,317
385,771
Restricted cash
1,915
1,993
Short-term investments
2
410,446
532,939
Funds receivable and customer accounts
344,226
394,594
Accounts receivable and contract assets, net of allowance of US$43 and US$84 as of
December 31, 2025 and June 30, 2026, respectively
29,024
50,977
Loans and interest receivable, net of allowance of US$77,545 and US$90,420 as of December 31,
2025 and June 30, 2026, respectively
4
196,096
324,909
Inventories
1,537
2,245
Prepaid expenses and other current assets
5
62,000
58,016
Total current assets
1,319,561
1,751,444
Non-current
assets:
Property and equipment, net
3,395
4,981
Intangible assets
113,755
107,449
Goodwill
47,795
45,193
Operating lease
right-of-use
assets
2,592
3,372
Total
non-current
assets
167,537
160,995
TOTAL ASSETS
1,487,098
1,912,439
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT
Current liabilities
(including amounts of the VIE without recourse to the primary
beneficiary of US$9,253 and US$10,080 as of December 31, 2025 and June 30, 2026, respectively):
Accounts payable and accrued liabilities
7
103,441
121,651
Funds payable and amounts due to customers
344,226
394,594
Interest-bearing deposits by customers, current
697,502
976,321
Operating lease liabilities, current
525
634
Total current liabilities
1,145,694
1,493,200
Non-current
liabilities
(including amounts of the
VIE without recourse to the primary beneficiary of US$6,201 and US$9,544 as of December 31, 2025 and June 30, 2026, respectively):
Interest-bearing deposits by customers,
non-current
7,463
2,614
Operating lease liabilities,
non-current
1,098
845
Other
non-current
liabilities
1,607
1,588
Deferred tax liabilities
31,530
33,513
Total
non-current
liabilities
41,698
38,560
TOTAL LIABILITIES
1,187,392
1,531,760
Commitments and contingencies
10
F-42
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OPay Limited
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
Notes
As of
December 31,
2025
June 30,
2026
US$
US$
(Unaudited)
Mezzanine equity:
Series Seed redeemable convertible preferred shares (US$0.000004 par value;62,428,225 shares
authorized, issued and outstanding as of December 31, 2025 and June 30, 2026)
8
7,686
7,884
Series Seed+ redeemable convertible preferred shares (US$0.000004 par value per share; 150,227,870
shares authorized, issued and outstanding as of December 31, 2025 and June 30, 2026)
8
21,562
22,119
Series A redeemable convertible preferred shares (US$0.000004 par value per share;169,895,125
shares authorized, issued and outstanding as of December 31, 2025 and June 30, 2026)
8
38,805
39,812
Series B redeemable convertible preferred shares (US$0.000004 par value per share;309,795,725
shares authorized, issued and outstanding as of December 31, 2025 and June 30, 2026)
8
180,256
185,016
Series C redeemable convertible preferred shares (US$0.000004 par value per share;495,580,006
shares authorized, issued and outstanding as of December 31, 2025 and June 30, 2026)
8
784,922
808,308
TOTAL MEZZANINE EQUITY
1,033,231
1,063,139
Shareholders’ deficit:
Ordinary shares (US$0.000004 par value per share; 11,312,073,049 shares authorized, 498,722,353
shares issued and outstanding as of December 31, 2025; 11,312,073,049 shares authorized, 667,387,283 shares issued and 498,722,353 shares outstanding as of June 30, 2026)
2
2
Additional
paid-in
capital
—
—
Accumulated other comprehensive income
17,946
8,045
Accumulated deficit
(751,473
)
(690,507
)
TOTAL SHAREHOLDERS’ DEFICIT
(733,525
)
(682,460
)
TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT
1,487,098
1,912,439
The accompanying notes are an integral part of these unaudited interim condensed
consolidated financial statements
.
F-43
Table of Contents
OPay Limited
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
Notes
For the six months ended
June 30,
2025
2026
US$
US$
(Unaudited)
(Unaudited)
Revenues:
Transaction-based services
69,852
130,554
Loan financing services
88,148
236,115
Loan facilitation services
18,100
41,567
Interest income from short-term investments
17,072
50,593
Others
4,305
8,231
Total revenues
197,477
467,060
Operating expenses:
Transaction-based expenses
(7,272
)
(7,296
)
Provision for expected credit loss
(38,137
)
(118,355
)
Interest and financial expenses
(7,394
)
(19,352
)
Technology and development expenses
(37,777
)
(56,835
)
Selling and marketing expenses
(38,441
)
(78,676
)
General and administrative expenses
(8,766
)
(19,624
)
Customer support and operations
(14,312
)
(15,192
)
Depreciation and amortization
(2,921
)
(1,018
)
Hardware cost
(6,659
)
(19,475
)
Total operating expenses
(161,679
)
(335,823
)
Operating income
35,798
131,237
Interest income
1,807
3,203
Interest expense
(1,249
)
(549
)
Foreign exchange (loss) gain, net
(565
)
548
Others, net
25
63
Income before income taxes
35,816
134,502
Income tax expense
11
(14,102
)
(43,628
)
Net income
21,714
90,874
Accretion of preferred shares
8
(27,592
)
(29,908
)
Net (loss) income attributable to ordinary shareholders of OPay Limited
(5,878
)
60,966
(Loss) earnings per share:
Basic and diluted
12
(0.01
)
0.01
Weighted average shares:
Basic and diluted
12
498,722,353
498,722,353
Other comprehensive income (loss), net of tax of nil:
Foreign currency translation adjustments
206
(9,901
)
Comprehensive income
21,920
80,973
Accretion of preferred shares
8
(27,592
)
(29,908
)
Comprehensive (loss) income attributable to ordinary shareholders of OPay
Limited
(5,672
)
51,065
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial
statements.
F-44
Table of Contents
OPay Limited
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
Attributable to OPay Limited
Ordinary shares
Additional
paid in
capital
Accumulated
other
comprehensive
income
Accumulated
deficit
Total
shareholders’
deficit
Number of
shares
Amount
US$
US$
US$
US$
US$
Balance as of January 1, 2025
498,722,353
2
—
27,254
(734,472
)
(707,216
)
Net income
—
—
—
—
21,714
21,714
Other comprehensive income
—
—
—
206
—
206
Accretion of preferred shares
—
—
—
—
(27,592
)
(27,592
)
Balance as of June 30, 2025 (unaudited)
498,722,353
2
—
27,460
(740,350
)
(712,888
)
Balance as of January 1, 2026
498,722,353
2
—
17,946
(751,473
)
(733,525
)
Net income
—
—
—
—
90,874
90,874
Other comprehensive loss
—
—
—
(9,901
)
—
(9,901
)
Accretion of preferred shares
—
—
—
—
(29,908
)
(29,908
)
Balance as of June 30, 2026 (unaudited)
498,722,353
2
—
8,045
(690,507
)
(682,460
)
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial
statements.
F-45
Table of Contents
OPay Limited
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
For the six months ended
June 30,
Notes
2025
2026
US$
US$
(Unaudited)
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments to reconcile net income to net cash provided by operating activities:
Net income
21,714
90,874
Depreciation and amortization
2,921
1,018
Provision for credit losses
38,137
123,590
Deferred tax (benefit) expense
(1,217
)
1,982
Unrealized foreign exchange loss (gain)
328
(1,146
)
Inventory write-downs
1,714
3,585
Interest income, net
(8,542
)
(10,807
)
Other
non-cash
expenses
224
171
Changes in assets and liabilities
(25,806
)
(18,885
)
Net cash provided by operating activities
29,473
190,382
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment, net
(1,287
)
(2,604
)
Purchase of short-term investments
(188,106
)
(466,835
)
Proceeds from maturity of short-term investments
129,969
362,356
Origination of loans receivable
(305,122
)
(927,634
)
Repayments of loans receivable
229,250
695,225
Net cash used in investing activities
(135,296
)
(339,492
)
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in funds payable and amounts due to customers
(58,476
)
37,458
Net increase in interest-bearing deposits by customers
133,545
247,779
Net increase in funds receivable
(19,649
)
(5,332
)
Payments of deferred IPO costs
—
(1,389
)
Proceeds from preferred shareholders
3,850
—
Net cash provided by financing activities
59,270
278,516
Effect of exchange rate difference on cash, cash equivalents, restricted cash and customer
accounts
10,289
27,162
Net change in cash, cash equivalents, restricted cash and customer accounts
(36,264
)
156,568
Cash, cash equivalents, restricted cash and customer accounts at the beginning of the
period
409,627
574,012
Cash, cash equivalents, restricted cash and customer accounts at the end of the
period
373,363
730,580
Reconciliation of cash, cash equivalents, restricted cash and customer accounts
Cash and cash equivalents
141,977
385,771
Restricted cash
1,798
1,993
Customer accounts
6
229,588
342,816
Total cash, cash equivalents, restricted cash and customer accounts shown in the statements
of cash flows
373,363
730,580
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial
statements
.
F-46
Table of Contents
OPay Limited
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
1.
ORGANIZATION
OPay Limited (the “Company” or “OPay”) was incorporated under the laws of the Cayman Islands in 2019. The Company,
through its subsidiaries and variable interest entity (collectively, the “Group”), provides a full range of services typically associated with digital banks, such as deposits, payments, saving and credit. The Group’s current
principal geographic markets are in Nigeria, Indonesia and Egypt.
As of June 30, 2026, there have been no changes to the
Company’s principal subsidiaries, variable interest entity since December 31, 2025.
Despite the lack of technical majority
ownership, OPay Digital Services Pte. Ltd. (“OPay Singapore”) has controlling financial interest of PT Kredit Utama Fintech Indonesia (the “VIE”) through a series of contractual arrangements (the “Contractual
Arrangements”) with the registered shareholders of the VIE (the “Registered Shareholders”). Through the Contractual Arrangements, the Registered Shareholders effectively assigned all of their voting rights underlying their equity
interests in the VIE to OPay Singapore and therefore, OPay Singapore has the power to direct the activities of the VIE that most significantly impact its economic performance. OPay Singapore also has the ability and obligation to absorb
substantially all of the profits and all the expected losses of the VIE that potentially could be significant to the VIE. OPay Singapore was the primary beneficiary of the VIE. Based on the above, OPay Singapore consolidates the VIE in accordance
with SEC Regulation
SX-3A-02
and Accounting Standard Codification (“ASC”) 810,
Consolidation
(“ASC 810”).
However, the Contractual Arrangements may not be as effective as ownership, the Registered Shareholders of the VIE may have interests that are
different from those of OPay Singapore, which could potentially increase the risk that they would seek to act contrary to the terms of the Contractual Arrangements with the VIE. In addition, if the Registered Shareholders will not remain the
shareholders of the VIE, breach, or cause the VIE to breach, or refuse to renew the existing Contractual Arrangements, OPay Singapore may not be able to effectively control the VIE and receive economic benefits from them, which may result in
deconsolidation of the VIE.
In addition, if the current structure or any of the Contractual Arrangements were found to be in violation of
any existing or future laws or regulations of Indonesia, the VIE may be subject to penalties, which could have a material adverse effect on the VIE’s ability to conduct its business.
The following tables set forth the assets, liabilities, results of operations and cash flows of the VIE included in the Company’s
unaudited interim condensed consolidated balance sheets, unaudited interim condensed consolidated statements of comprehensive (loss) income and unaudited interim condensed consolidated statements of cash flows:
As of
December 31,
2025
As of
June 30,
2026
US$
US$
(Unaudited)
Total current assets
48,775
66,794
Total
non-current
assets
253
127
Total assets
49,028
66,921
Total current liabilities
9,253
10,080
Total
non-current
liabilities
6,201
9,544
Total liabilities
15,454
19,624
F-47
Table of Contents
OPay Limited
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
For the six months ended
June 30,
2025
2026
US$
US$
(Unaudited)
(Unaudited)
Revenues
19,315
41,741
Net income
5,673
16,854
Net cash (used in) provided by operating activities
(4,762
)
1,940
Net cash used in investing activities
—
—
Net cash provided by financing activities
—
—
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with United States generally
accepted accounting principles (“U.S. GAAP”) for interim financial information using accounting policies that are consistent with those used preparation of the Company’s audited consolidated financial statements for the year ended
December 31, 2025. Accordingly, these unaudited interim condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for annual financial statements.
In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements contain all normal recurring
adjustments necessary to present fairly the financial position, operating results and cash flows of the Company for each of the periods presented. The results of operations for the six months ended June 30, 2026 are not necessarily indicative
of results to be expected for any other interim period or for the full year of 2026. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the
year ended December 31, 2025.
Short-term investments
Short-term investments mainly include treasury bills issued by the Central Bank of Nigeria (“CBN”) and wealth management products,
all with maturities within one year or less. The wealth management products are primarily fixed interest rate products with specified maturity dates. The underlying assets of these wealth management products mainly comprise treasury bills, money
market funds, and other liquid instruments. The Group classifies and accounts for investments in debt securities as
“held-to-maturity”,
“trading”
or
“available-for-sale”,
whose classification determines the respective accounting methods stipulated by ASC 320,
Investments-Debt Securities
(“ASC 320”).
The Group has both positive intent and ability to hold all its investments to maturity. Accordingly, these
investments are classified as
held-to-maturity
debt securities and measured at amortized cost, net of allowance for credit losses. During the periods presented, the
allowance for credit losses was immaterial and there were no gross unrecognized holding gains or losses related to these securities.
Interest earned from short-term investments and time deposits with original maturities of three months or less within the Group’s
digital wallets and banking business is recognized as revenue. Interest income, including amortization of the premium and discount arising at acquisition, are included in earnings. For the six months ended June 30, 2025 and 2026, the Group
recorded interest income from its short-term investments and time deposits with original maturities of three months or less, totaling US$17,072 and US$50,593, respectively.
F-48
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OPay Limited
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Short-term investments (cont.)
Loan financing services
In Nigeria, the Group generates financing income from its loans receivable, which mainly comprises of interest income. The Group does not
accrue interest income on loans that are considered impaired or placed on nonaccrual status. Loans are placed on nonaccrual status upon reaching 90 days past due. Interest income accrued but not received is generally reversed against loan financing
income. Interest income will be recognized when cash is received on a cost recovery method. The cash received is applied first to the outstanding principal amount followed by interest income.
The Group considers loans and interest receivable to be delinquent when payments are one day past due. Loans and interest receivable are
charged off when the Group determined the balance to be uncollectable. In general, the Group considers loans and interest receivable meeting any of the following conditions as uncollectable and
charged-off:
(i) death of the borrower; (ii) identification of fraud, and the fraud is officially reported to and filed with relevant law enforcement departments or (iii) all loans and interest receivable that are 120 days past due are therefore
deemed uncollectible and
charged-off.
Allowance for credit losses on loans and interest
receivable
The Group maintains an allowance for credit losses in accordance with ASC 326,
Credit Losses
(“ASC 326”). The allowance for credit losses is calculated based on historical loss experience using probability of default (“PD”) and loss given default (“LGD”) method for various qualitative factors that
reflect reasonable and supportable forecasts of future economic conditions. These factors may include Nigeria’s gross-domestic product, Nigeria’s gross-domestic product per capita at purchasing power parity and other considerations. The
Group analyzes a combination of qualitative factors to the change in loss rate using a regression model. Factors that had a strong correlation and economic and commercial significance were selected for the model.
Fair value measurements
ASC 820,
Fair Value Measurements
(“ASC 820”) defines fair value as the price that would be received from selling an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group
considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. ASC 820 establishes a three-tier fair value hierarchy, which
prioritizes the inputs used in measuring fair value as follows:
Level 1 — Observable inputs that reflect quoted prices
(unadjusted) for identical assets or liabilities in active markets.
Level 2 — Other inputs that are directly or indirectly
observable in the marketplace.
Level 3 — Unobservable inputs which are supported by little or no market activity.
ASC 820 also describes three main approaches to measuring the fair value of assets and liabilities:
(1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information
generated from market transactions involving identical or comparable assets or liabilities.
F-49
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OPay Limited
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Fair value measurements (cont.)
The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about
those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.
The Group’s
financial instruments include cash and cash equivalents, restricted cash, short-term investments, funds receivable and customer accounts, funds payable and amounts due to customers, and interest-bearing deposits by customers. The carrying values of
the financial instruments approximate their fair values because of the short maturity of these instruments. The carrying amounts of “Interest-bearing deposits by customers,
non-current”
approximate
fair value as they are consistent with the related interest rates currently offered by financial institutions for similar debt instruments of comparable maturities.
Deferred initial public offering (“IPO”) costs
Direct and incremental costs incurred by the Group attributable to its proposed IPO of ordinary shares in the United States is deferred and
recorded in “Prepaid expenses and other current assets” in the consolidated balance sheets and will be charged against the gross proceeds received from such offering.
3.
CONCENTRATION OF RISKS
Concentration of credit risk
Financial instruments that potentially expose the Group to significant concentration of credit risk primarily consist of cash and cash
equivalents, restricted cash, short-term investments, customer accounts, loans and interest receivable. The carrying amounts of these assets represent the Group’s maximum exposure to credit risk.
As of December 31, 2025 and June 30, 2026, approximately 90% and 89%, of the Group’s cash and cash equivalents, restricted
cash, short-term investments and customer accounts were held in the financial institutions in Nigeria and remaining were held in financial institutions outside Nigeria.
As of December 31, 2025
Currency
Local Currency amount
US$ equivalent amount
Indonesia
IDR
271,140,381
16,157
Nigeria
NGN
1,268,281,367
883,354
Egypt
EGP
86,390
1,812
As of June 30, 2026
Local Currency amount
US$ equivalent amount
Currency
(Unaudited)
(Unaudited)
Indonesia
IDR
323,131,067
18,096
Nigeria
NGN
1,557,670,163
1,129,005
Egypt
EGP
123,416
2,507
Concentration of suppliers, customers and funding partners
The Group utilizes payment processors and financial institutions to process transactions. During the six months ended June 30, 2025 and
2026, one payment processor accounted for 55% and 36% of total transaction expenses, respectively.
F-50
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OPay Limited
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
3.
CONCENTRATION OF RISKS (cont.)
Concentration of suppliers, customers and funding partners (cont.)
During the six months ended June 30, 2025 and 2026, no customer accounted for more than
10% of total revenues.
Funding partners accounted for more than 10% of the Group’s
off-balance
sheet loans as of December 31, 2025 and June 30, 2026, as follows:
Name
As of December 31, 2025
As of June 30, 2026
(Unaudited)
Bank A
50
%
36
%
Bank B
15
%
16
%
Bank C
14
%
18
%
Bank D
10
%
11
%
4.
LOANS AND INTEREST RECEIVABLE
Loans and interest receivable consists of the following:
As of December 31, 2025
As of June 30, 2026
US$
US$
(Unaudited)
Loans and interest receivable
273,641
415,329
Less: allowance for credit losses
(77,545
)
(90,420
)
Loans and interest receivable, net
196,096
324,909
The following table presents nonaccrual loans as of December 31, 2025 and June 30, 2026:
As of December 31, 2025
As of June 30, 2026
US$
US$
(Unaudited)
Nonaccrual loans
14,178
17,849
Less: allowance for credit losses
(13,036
)
(16,185
)
Nonaccrual loans, net
1,142
1,664
The amount of interest income recognized during the six months ended June 30, 2025 and 2026 on nonaccrual
loans were nil.
The following table presents the aging of
past-due
loans and interest receivable
as of December 31, 2025:
1-30 days
31-60
days
61-90
days
91-120
days
Total past
due
Current
Total
US$
US$
US$
US$
US$
US$
US$
Loans and interest receivable
31,237
25,006
23,290
14,178
93,711
179,930
273,641
Total
31,237
25,006
23,290
14,178
93,711
179,930
273,641
F-51
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OPay Limited
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
4.
LOANS AND INTEREST RECEIVABLE (cont.)
The following table presents the aging of
past-due
loans and interest receivable as of June 30, 2026 (unaudited):
1-30 days
31-60
days
61-90
days
91-120
days
Total past
due
Current
Total
US$
US$
US$
US$
US$
US$
US$
Loans and interest receivable
40,596
29,270
26,087
17,849
113,802
301,527
415,329
Total
40,596
29,270
26,087
17,849
113,802
301,527
415,329
The following table provides information on delinquency, which is the primary credit quality indicator for
loans and interest receivables. The amortized cost of loans was presented by year of origination for five origination years and beyond, as of June 30, 2026 (unaudited):
1-30 days
31-60
days
61-90
days
91-120
days
Total past
due
Current
Total
US$
US$
US$
US$
US$
US$
US$
2024 and before
—
—
—
—
—
—
—
2025
968
1,393
2,444
2,783
7,588
4,401
11,989
2026
39,628
27,877
23,643
15,066
106,214
297,126
403,340
Total
40,596
29,270
26,087
17,849
113,802
301,527
415,329
The roll-forward of the allowance for credit losses related to loans and interest receivable for the six
months ended June 30, 2025 and 2026 consists of the following activity:
As of June 30, 2025
Loans
Interest
receivable
Total
US$
US$
US$
(Unaudited)
(Unaudited)
(Unaudited)
Balance at the beginning of the period
(13,441
)
(1,571
)
(15,012
)
Provision for expected credit losses
(35,755
)
(2,241
)
(37,996
)
Write-off
18,235
—
18,235
Impact of foreign currency
(423
)
(52
)
(475
)
Balance at the end of the period
(31,384
)
(3,864
)
(35,248
)
As of June 30, 2026
Loans
Interest
receivable
Total
US$
US$
US$
(Unaudited)
(Unaudited)
(Unaudited)
Balance at the beginning of the period
(67,140
)
(10,405
)
(77,545
)
Provision for expected credit losses
(122,653
)
(978
)
(123,631
)
Write-off
113,150
—
113,150
Impact of foreign currency
(1,946
)
(448
)
(2,394
)
Balance at the end of the period
(78,589
)
(11,831
)
(90,420
)
F-52
Table of Contents
OPay Limited
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
5.
PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consist of the following:
As of December 31, 2025
As of June 30, 2026
US$
US$
(Unaudited)
Prepayments
28,662
18,178
Other receivables
27,508
33,800
Prepaid taxes
5,830
6,038
Total
62,000
58,016
6.
FAIR VALUE MEASUREMENTS
The following are financial instruments not measured at fair value in the consolidated balance sheet, but for which the fair value is estimated
for disclosure purposes:
As of December 31, 2025
Active market
(Level 1)
Observable
input (Level 2)
Non-observable
input (Level 3)
Total
US$
US$
US$
US$
Assets:
Cash and cash equivalents
—
274,317
—
274,317
Restricted cash
—
1,915
—
1,915
Short-term investments:
Treasury bills
—
53,338
—
53,338
Wealth management products
—
357,108
—
357,108
Funds receivable and customer accounts
Cash and cash equivalents
—
297,780
—
297,780
Funds receivable
—
46,446
—
46,446
Liabilities
:
Funds payable and amounts due to customers
—
344,226
—
344,226
Interest-bearing deposits by customers
—
704,965
—
704,965
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OPay Limited
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
6.
FAIR VALUE MEASUREMENTS (cont.)
As of June 30, 2026
Active market
(Level 1)
Observable
input (Level 2)
Non-observable
input (Level 3)
Total
US$
US$
US$
US$
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Assets:
Cash and cash equivalents
—
385,771
—
385,771
Restricted cash
—
1,993
—
1,993
Short-term investments:
Treasury bills
—
92,964
—
92,964
Wealth management products
—
439,975
—
439,975
Funds receivable and customer accounts
Cash and cash equivalents
—
342,816
—
342,816
Funds receivable
—
51,778
—
51,778
Liabilities
:
Funds payable and amounts due to customers
—
394,594
—
394,594
Interest-bearing deposits by customers
—
978,935
—
978,935
The Group did not have any assets or liabilities measured and recorded at fair value on a
non-recurring
basis as of December 31, 2025 and June 30, 2026.
7.
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities consist of the following:
As of
December 31,
2025
As of
June 30,
2026
US$
US$
(Unaudited)
Tax payable
48,914
51,224
Accrued operating expenses
39,718
51,008
Payroll payable
1,952
3,158
Others
12,857
16,261
Total
103,441
121,651
8.
REDEEMABLE CONVERTIBLE PREFERRED SHARES
The Company elected to recognize the changes in redemption value based on the contractual redemption terms immediately as they occur and adjust
the carrying amount of the Preferred Shares to equal the redemption value at the end of each reporting period. The Company recorded accretion charges as a decrease to the net income attributable to ordinary shareholders of OPay Limited during the
six months ended June 30, 2025 and 2026. No dividends or other distributions have been made or declared in each of the periods presented. The liquidation preference amount was US$724,242 as of June 30, 2026.
F-54
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OPay Limited
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
8.
REDEEMABLE CONVERTIBLE PREFERRED SHARES (cont.)
The movement of the Preferred Shares for the six months ended June 30, 2025 and 2026 are
as follows:
Series
Seed
Series
Seed+
Series A
Series B
Series C
Total
US$
US$
US$
US$
US$
US$
Balance as of January 1, 2025
7,286
20,439
36,773
170,656
619,774
854,928
Issuance of preferred shares*
—
—
—
—
3,850
3,850
Accretion to preferred shares redemption value
198
557
1,007
4,760
21,070
27,592
Balance as of June 30, 2025** (unaudited)
7,484
20,996
37,780
175,416
644,694
886,370
Balance as of January 1, 2026
7,686
21,562
38,805
180,256
784,922
1,033,231
Accretion to preferred shares redemption value
198
557
1,007
4,760
23,386
29,908
Balance as of June 30, 2026 (unaudited)
7,884
22,119
39,812
185,016
808,308
1,063,139
*
During the six months ended June 30, 2025, cash consideration of US$3,850 was received for 3,162,494
Series C preferred shares that were issued before 2024.
**
Consideration has not been received as of June 30, 2025 for 78,980,216 shares that were issued before
2024. The Company has received all consideration due by December 31, 2025.
9.
SEGMENT REPORTING
There is no change in the basis of segmentation and measurement of segment profit for each reportable segment as compared with the
Group’s consolidated financial statements for the year ended December 31, 2025. The CODM uses segment profit to make decisions and allocate resources (including employees, and financial or capital resources). Segment profit is also the
metric with which the CODM assesses results and is a key component of the Group’s annual variable compensation plans. Segment profit does not include certain expenses that are directly attributable to segments and corporate expenses as the
CODM does not use such information to allocate resources to or evaluate the performance of the operating segments. No separate segment assets information is provided to the Group’s CODM for use in allocating resources to or evaluating the
performance of the segments.
F-55
Table of Contents
OPay Limited
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
9.
SEGMENT REPORTING (cont.)
The following table presents summarized financial information regarding the Group’s
operating segments for the six months ended June 30, 2025 and 2026:
For the six months ended June 30, 2025 (unaudited):
Digital wallets and
banking
Credit business
Total
Revenues from external customers
90,015
107,462
197,477
Intersegment revenues
4,882
—
4,882
94,897
107,462
202,359
Reconciliation of revenue:
Elimination of intersegment revenues
(4,882
)
Total consolidated revenues
197,477
Less:
Transaction-based expenses
(7,272
)
—
(7,272
)
Intersegment transaction-based expenses
—
(4,882
)
(4,882
)
Provision for expected credit loss
—
(38,137
)
(38,137
)
Interest and financial expenses
(7,394
)
—
(7,394
)
Segment profit
80,231
64,443
144,674
Reconciliation of segment profit:
Technology and development expenses
(37,777
)
Selling and marketing expenses
(38,441
)
General and administrative expenses
(8,766
)
Customer support and operations
(14,312
)
Depreciation and amortization
(2,921
)
Hardware cost
(6,659
)
Interest income
1,807
Interest expense
(1,249
)
Foreign exchange loss, net
(565
)
Others, net
25
Income before income taxes
35,816
F-56
Table of Contents
OPay Limited
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
9.
SEGMENT REPORTING (cont.)
For the six months ended June 30, 2026 (unaudited)
：
Digital wallets and
banking
Credit business
Total
Revenues from external customers
189,206
277,854
467,060
Intersegment revenues
10,521
—
10,521
199,727
277,854
477,581
Reconciliation of revenue:
Elimination of intersegment revenues
(10,521
)
Total consolidated revenues
467,060
Less:
Transaction-based expenses
(6,450
)
(846
)
(7,296
)
Intersegment transaction-based expenses
—
(10,521
)
(10,521
)
Provision for expected credit loss
—
(118,355
)
(118,355
)
Interest and financial expenses
(11,906
)
(7,446
)
(19,352
)
Segment profit
181,371
140,686
322,057
Reconciliation of segment profit:
Technology and development expenses
(56,835
)
Selling and marketing expenses
(78,676
)
General and administrative expenses
(19,624
)
Customer support and operations
(15,192
)
Depreciation and amortization
(1,018
)
Hardware cost
(19,475
)
Interest income
3,203
Interest expense
(549
)
Foreign exchange gain, net
548
Others, net
63
Income before income taxes
134,502
Net revenues by geographic area are based upon the location of the customer. Total net revenues by geographic
area for the six months ended June 30, 2025 and 2026 are presented as follows:
For the six months ended
June 30,
2025
2026
US$
US$
(Unaudited)
(Unaudited)
Nigeria
173,203
417,610
Indonesia
19,315
41,741
Egypt
3,977
5,291
Others
982
2,418
197,477
467,060
F-57
Table of Contents
OPay Limited
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
9.
SEGMENT REPORTING (cont.)
Long-lived assets by geographic area are presented as follows, including property and
equipment, operating lease
right-of-use
assets and intangible assets with finite lives:
As of
December 31,
2025
As of
June 30,
2026
US$
US$
(Unaudited)
Nigeria
3,440
4,902
Indonesia
254
127
Egypt
176
1,448
Others
2,120
1,899
5,990
8,376
10.
COMMITMENTS AND CONTINGENCIES
Contingencies
In the normal course of business, the Group is subject to contingencies, such as legal proceedings and claims arising out of its business,
which are mainly related to Group’s
non-execution
of certain contracts signed with customers. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the
amount of the assessment can be reasonably estimated. If the assessment indicates that a potential loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability,
together with an estimate of the range of possible loss, if determinable and material, would be disclosed. The Group did not have any material commitments for legal proceedings and claims as of December 31, 2025 and June 30, 2026.
Capital commitment
The Group did not have any material commitments for fixed asset purchases as of December 31, 2025 and June 30, 2026.
11.
INCOME TAX
The Group’s effective tax rates were 39.4% and 32.4% for the six months ended June 30, 2025 and 2026, respectively. The decrease was
primarily attributable to lower losses in loss-making entities.
F-58
Table of Contents
OPay Limited
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of US dollar (“US$”), except for number of shares and per share data)
12.
(LOSS) EARNINGS PER SHARE
Basic and diluted net (loss) earnings per share is calculated as follows:
For the six months ended
June 30,
2025
2026
US$
US$
(Unaudited)
(Unaudited)
Numerator:
Net income attributable to OPay Limited
21,714
90,874
Accretion of preferred shares
(27,592
)
(29,908
)
Allocation of net income attributable to preferred shareholders
—
(54,190
)
Numerator for computing (loss) earnings per share – basic and diluted
(5,878
)
6,776
Denominator:
Weighted average number of ordinary shares outstanding – basic and diluted
498,722,353
498,722,353
(Loss) earnings per share – basic and diluted
(0.01
)
0.01
For the six months ended June 30, 2025, net loss was not allocated to the Preferred Shares as they do not
have contractual obligations to share in the losses of the Group. For the six months ended June 30, 2026, net income was allocated between ordinary shares and preferred shares based on the contractual participating rights in undistributed
earnings as if all the earnings for the current period has been distributed.
The effect of all outstanding Preferred Shares was excluded
from the computation of diluted (loss) earnings per share as their effects would be anti-dilutive.
13.
SHARE-BASED COMPENSATION
In April 2026, the Company’s Board of Directors approved the 2026 Equity Incentive Plan (“2026 Plan”). The maximum
aggregate number of ordinary shares that may be issued pursuant to the 2026 Plan is 168,664,930 ordinary shares. In connection with the 2026 Plan’s establishment, the Company issued the 168,664,930 ordinary shares to a trustee, Bloom Haven
Limited, to administer the 2026 Plan. As of June 30, 2026, no awards have been granted under the 2026 Plan.
14.
SUBSEQUENT EVENTS
The subsequent events have been evaluated through August 14, 2026, the date the unaudited interim condensed consolidated financial statements
are issued.
F-59
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 6.
Indemnification of Directors and Officers
Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and
directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences or committing a crime, or against the indemnified
person’s own dishonesty, willful default or fraud. Under our post-offering memorandum and articles of association, which will become effective immediately prior to the completion of this offering, every director (including any alternate
director), secretary, assistant secretary, or other officer for the time being and from time to time of our company (but not including our company’s auditors) and the personal representatives of the same (each an “Indemnified
Person”) shall be indemnified and secured harmless against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified
Person’s own dishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or
discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning our company
or its affairs in any court whether in the Cayman Islands or elsewhere.
Pursuant to the form of indemnification agreements to be filed as
Exhibit 10.1 to this registration statement, we will agree to indemnify our directors and executive officers against certain liabilities and expenses that they incur in connection with claims made by reason of their being a director or officer of
our company.
The Underwriting Agreement, the form of which to be filed as Exhibit 1.1 to this registration statement, will also provide
for indemnification of us and our officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
Item 7.
Recent Sales of Unregistered Securities
During the past three years, we have issued the following securities. We believe that each of the following issuances was exempt from
registration under the Securities Act pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering or in reliance on Regulation S under the Securities Act regarding sales by
an issuer in offshore transactions. No underwriters were involved in these issuances of securities.
Purchaser
Date of Issuance
Number of
Securities
Consideration
Series C Preferred Shares
Security AI Limited
February 17, 2023
62,671,716
in exchange for the economic interest of KUFI
Wisdom Connection III Holding Inc.
February 17, 2023
2,089,057
in exchange for the economic interest of KUFI
Mobimagic Wonderful Limited
February 17, 2023
2,486,915
in exchange for the economic interest of KUFI
PROTEROZOIC (HK) TECHNOLOGY COMPANY LIMITED
February 17, 2023
50,425,519
in exchange for the economic interest of KUFI
Ordinary Shares
Bloom Haven Limited
April 29, 2026
168,664,930
Issued to the trust holding vehicle under the trust arrangement established for purposes of the 2026 Equity Incentive Plan
II-1
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Item 8.
Exhibits and Financial Statement Schedules
(a)
Exhibits
See Exhibit Index for a complete list of all exhibits filed as part of this registration, which Exhibit Index is incorporated herein by
reference.
(b)
Financial Statement Schedules
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated
financial statements and the notes thereto.
Item 9.
Undertakings
The undersigned hereby undertakes:
(a)
The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the
underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
(b)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act
of 1933 and will be governed by the final adjudication of such issue.
(c)
The undersigned registrant hereby undertakes that:
(1)
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the
form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be
deemed to be part of this registration statement as of the time it was declared effective.
(2)
For the purpose of determining any liability under the Securities Act of 1933, each post- effective amendment
that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
II-2
Table of Contents
EXHIBIT INDEX
Exhibit Number
Description of Document
1.1*
Form of Underwriting Agreement
3.1
Ninth Amended and Restated Memorandum and Articles of Association of the Registrant, as currently in effect
3.2
Form of Tenth Amended and Restated Memorandum and Articles of Association of the Registrant, as effective immediately prior to the completion of this offering
4.1*
Form of Registrant’s Specimen American Depositary Receipt (included in Exhibit 4.3)
4.2
Registrant’s Specimen Certificate for Ordinary Shares
4.3*
Form of Deposit Agreement between the Registrant, the depositary and holders of the American Depositary Shares
4.4**
Seventh Amended and Restated Shareholders Agreement between the Registrant and other parties thereto
5.1
Opinion of Harney Westwood & Riegels regarding the validity of the ordinary shares being registered
8.1
Opinion of Harney Westwood & Riegels regarding certain Cayman Island tax matters (included in Exhibit 5.1)
10.1
Form of Indemnification Agreement with the Registrant’s directors and executive officers
10.2
Form of Employment Agreement between the Registrant and executive officers of the Registrant
10.3
The 2026 Equity Incentive Plan
10.4**
Subscription Agreement dated August 26, 2026 between OPay Limited and Stanbic Africa Holdings Limited
21.1
Principal Subsidiaries and the VIE of the Registrant
23.1
Consent of Ernst & Young Hua Ming LLP, Independent Registered Public Accounting Firm
23.2
Consent of Harney Westwood & Riegels (included in Exhibit 5.1)
24.1
Powers of Attorney (included on signature page)
99.1
Code of Business Conduct and Ethics of the Registrant
99.2
Consent of Frost & Sullivan
99.3
Consent of Hutabarat Halim & Rekan
99.4
Consent of Stephen Wen
99.5
Consent of Lungisa Fuzile
99.6
Consent of Stephen Malcolmson
99.7
Consent of Brian Alan-Mingway Wong
107
Filing Fee Table
*
To be filed by amendment.
**
Portions of this exhibit have been omitted in reliance of the revised Item 601 of Regulation S-K. The
registrant hereby undertakes to furnish copies of any of the omitted portions upon request by the Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form
F-1
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore, on October 9, 2026.
OPay Limited
By:
/s/ James Arthur Perry Jr
Name: James Arthur Perry Jr
Title:  CFO
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Table of Contents
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints James Arthur Perry Jr as
true and lawful
attorneys-in-fact
and agent, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead in any and all
capacities, in connection with this registration statement, including to sign in the name and on behalf of the undersigned, this registration statement and any and all amendments thereto, including post-effective amendments and registrations filed
pursuant to Rule 462 under the U.S. Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto such
attorneys-in-fact
and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agent, or his/her substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons on October 9, 2026 in the capacities indicated:
Signature
Title
/s/ James Zhou
James Zhou
Non-Executive Chairman
/s/ Lars Rahbaek Boilesen
Lars Rahbaek Boilesen
Executive Director,
Co-CEO
(principal executive officer)
/s/ Trond Riiber Knudsen
Trond Riiber Knudsen
Independent Director
/s/ Stephen Wen
Stephen Wen
Co-CEO & COO (principal executive officer)
/s/ James Arthur Perry Jr
James Arthur Perry Jr
CFO
(principal financial officer and principal accounting officer)
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Table of Contents
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of OPay Limited, has signed
this registration statement or amendment thereto in New York on October 9, 2026.
Authorized U.S. Representative
Cogency Global Inc.
By:
/s/ Colleen A. De Vries
Name: Colleen A. De Vries
Title: Senior Vice-President on behalf of Cogency Global Inc.
II-6

----- d56487dex101.htm -----
EX-10.1
7
d56487dex101.htm
EX-10.1
EX-10.1
Exhibit 10.1
FORM OF INDEMNIFICATION AGREEMENT
OPAY LIMITED
This
Indemnification Agreement (this “
Agreement
”), made and entered into as of the
day of
, 20
, by and between OPay Limited, an exempted
company with limited liability under the laws of Cayman Islands (the “
Company
”) and
(“
Indemnitee
”).
W I T N E S E T H:
WHEREAS,
highly competent persons have become more reluctant to serve publicly-held corporations as directors or executive officers unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and
actions against them arising out of their service to and activities on behalf of the corporation.
WHEREAS, the Company and Indemnitee
recognize the continued difficulty in obtaining liability insurance for its directors and officers, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance.
WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such
persons.
WHEREAS, the Board of Directors of the Company (the “
Board
”) has determined that the increased difficulty in
attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future.
WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on
behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified.
WHEREAS, this Agreement is a supplement to and in furtherance of the memorandum and articles of association of the Company currently in effect
(as may from time to time be supplemented and amended) (the “
Memorandum and Articles
”) and any resolutions adopted pursuant thereto and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of
Indemnitee thereunder.
WHEREAS, Indemnitee does not regard the protection available under the Memorandum and Articles and insurance
as adequate in the present circumstances, and may not be willing to serve as an officer or director of the Company without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve,
continue to serve and take on additional service for or on behalf of the Company on the condition that he be so indemnified.
1
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the
Company and Indemnitee do hereby covenant and agree as follows:
ARTICLE 1
CERTAIN DEFINITIONS
(a) As
used in this Agreement:
“
Change of Control
” means any one of the following circumstances occurring after the date
hereof: (i) there shall have occurred an event required to be reported with respect to the Company in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item or any similar schedule or form) under the
Exchange Act, regardless of whether the Company is then subject to such reporting requirement; (ii) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) shall have
become, without prior approval of the Company’s Board by approval of at least
two-thirds
of the Continuing Directors, the “beneficial owner” (as defined in
Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding voting securities
(provided that, for purposes of this clause (ii), the term “person” shall exclude (x) the Company, (y) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (z) any
corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company); (iii) there occurs a merger or consolidation of the Company with any other entity,
other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board
of directors or other governing body of such surviving entity; (iv) all or substantially all the assets of the Company are sold or disposed of in a transaction or series of related transactions; (v) the approval by the stockholders of the
Company of a complete liquidation of the Company; or (vi) the Continuing Directors cease for any reason to constitute at least a majority of the members of the Board.
“
Continuing Director
” means each director on the Board on the date hereof.
“
Corporate Status
” means the status of a person who is or was a director, officer, trustee, general partner, managing
member, fiduciary, board of directors’ committee member, employee or agent of the Company or of any other Enterprise.
2
“
Disinterested Director
” means a director of the Company who is not and
was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
“
Enterprise
” means
(i) the Company, (ii) any of the Company’s subsidiaries and affiliates, and (iii) any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee
is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, board of directors’ committee member, employee or agent.
“
Exchange Act
” means the Securities Exchange Act of 1934, as amended.
“
Expenses
” means all direct and indirect costs (including attorneys’ fees, retainers, court costs, transcripts, fees
of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses) reasonably incurred in connection with (i) prosecuting,
defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding or (ii) establishing or enforcing a right to indemnification under this Agreement, the Memorandum and
Articles, applicable law or otherwise. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including the premium, security for, and other costs relating to any cost bond, supersedeas bond,
or other appeal bond or its equivalent. For the avoidance of doubt, Expenses, however, shall not include any Liabilities.
“
Independent Counsel
” means a law firm, or a member of a law firm, that is experienced in matters of corporate law and
neither currently is, nor in the five years previous to its selection or appointment has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party or (ii) any other party to the Proceeding giving
rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a
conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
“
Liabilities
” means any losses or liabilities, including any judgments, fines, penalties and amounts paid in settlement,
arising out of or in connection with any Proceeding (including all interest, assessments and other charges paid or payable in connection with or in respect of any such judgments, fines, penalties or amounts paid in settlement).
“
Proceeding
” means any threatened, pending or completed action, derivative action, suit, claim, counterclaim, cross claim,
arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether civil (including intentional and unintentional tort claims), criminal,
administrative or investigative, including any appeal therefrom, and whether instituted by or on behalf of the Company or any other party, or any inquiry or investigation that Indemnitee in good faith believes might lead to the institution of any
such action, suit or other proceeding hereinabove listed in which Indemnitee was, is or will be involved as a party, potential party,
non-party
witness or otherwise by reason of any Corporate Status of
Indemnitee, or by reason of any action taken (or failure to act) by him or her or of any action (or failure to act) on his or her part while serving in any Corporate Status.
3
(b) For the purposes of this Agreement:
References to “Company” shall include, in addition to the resulting or surviving corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that if Indemnitee is
or was a director, officer, employee, or agent of such constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust
or other enterprise, then Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate
existence had continued.
Reference to “other enterprise” shall include employee benefit plans; references to
“fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company
which imposes duties on, or involves services by, such director, officer, employee or agent with respect to any of the Company’s subsidiaries, affiliates, an employee benefit plan, its participants or beneficiaries; and a person who acted in
good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company”
as referred to in this Agreement.
Reference to “including” shall mean “including, without limitation,” regardless
of whether the words “without limitation” actually appear, references to the words “herein,” “hereof” and “hereunder” and other words of similar import shall refer to this Agreement as a whole and not
to any particular paragraph, subparagraph, section, subsection or other subdivision.
ARTICLE 2
SERVICES BY INDEMNITEE
Section 2.01
.
Services By Indemnitee.
Indemnitee hereby agrees to serve or continue to serve
as
[for directors]
a director of the Company, for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his or her resignation or is removed.
[for officers]
an officer of the Company until such time as
Indemnitee’s employment is terminated for any reason.
4
ARTICLE 3
INDEMNIFICATION
Section 3.01
.
General.
(a) The Company hereby agrees to and shall indemnify Indemnitee
and hold Indemnitee harmless from and against any and all Expenses and Liabilities, in either case, actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf by reason of Indemnitee’s Corporate Status, to the fullest
extent permitted by applicable law. The Company’s indemnification obligations set forth in this Section 3.01 shall apply (i) in respect of Indemnitee’s past, present and future service in any Corporate Status and
(ii) regardless of whether Indemnitee is serving in any Corporate Status at the time any such Expense or Liability is incurred.
For
purposes of this Agreement, the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to:
(i) to the fullest extent permitted by any provision of the Companies Act (as amended) of the Cayman Islands (the
“
Companies Act
”) or the corresponding provision of any successor statute, and
(ii) to the fullest
extent authorized or permitted by any amendments to or replacements of the Companies Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
(b)
Witness Expenses
. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of
his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection therewith.
(c)
Expenses as a Party Where Wholly or Partly Successful
. Notwithstanding any other provisions of this Agreement, to the
fullest extent permitted by applicable law, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part,
the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. All such indemnification against Expenses shall be offset by the amount of cash, if any, received by the
Indemnitee resulting from his/her success therein. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a
successful result as to such claim, issue or matter.
5
Section 3.02
.
Exclusions.
Notwithstanding any
provision of this Agreement and unless Indemnitee ultimately is successful on the merits with respect to any claim, issue or matter as described below, the Company shall not be obligated under this Agreement to make any indemnity in connection with
such claim, issue or matter:
(a) for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by
Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law, regardless of whether the securities are subject to the requirements of such
provisions; or (ii) any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case
under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “
Sarbanes-Oxley Act
”), or the payment to the
Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act);
(b) except as otherwise provided in Sections 6.01(e), prior to a Change of Control, in connection with any Proceeding (or any part of any
Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company
provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law;
(c) to the
extent that Indemnitee is indemnified and actually received such payment other than pursuant to this Agreement;
(d) in connection with a
judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for fraud or willful default in the performance
of his duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is
fairly and reasonably entitled to indemnification for such Expenses as such court shall deem proper;
(e) for any judgment, fine or
penalty which the Company is prohibited by applicable law from paying as indemnity;
(f) on account of Indemnitee’s conduct which is
finally adjudged to have been intentional misconduct, a knowing violation of applicable law or a transaction from which Indemnitee derived an improper personal benefit; or
6
(g) arising out of Indemnitee’s breach of an employment agreement or any other
agreement with the Company (if any) or, if applicable, any subsidiary or affiliate of the Company.
ARTICLE 4
ADVANCEMENT OF EXPENSES; DEFENSE OF CLAIMS
Section 4.01
.
Advances.
Notwithstanding any provision of this Agreement to the contrary and
subject to the requirements for notification procedures as specified in Article 5, the Company shall advance any Expenses actually and reasonably incurred and evidenced by written invoices by Indemnitee in connection with any Proceeding within 30
Business Days after the receipt by the Company of each statement in writing requesting such advance from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances
shall be made without regard to Indemnitee’s ability to repay such amounts and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all
reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements in writing to the Company to support the advances claimed. Any excess of the advanced Expenses
over the actual Expenses will be promptly repaid to the Company. To the extent Indemnitee has not requested any advanced payment of Expenses from the Company, Indemnitee shall be entitled to receive reimbursement for such Expenses incurred in
connection with a Proceeding from the Company as soon as practicable after Indemnitee makes a written request to the Company for reimbursement. As used in this Section and this Agreement, the term “
Business Day
” shall have the
meaning given to it under the Memorandum and Articles.
Section 4.02
.
Repayment of Advances or Other
Expenses.
Indemnitee agrees that Indemnitee shall reimburse the Company for all Expenses advanced by the Company pursuant to Section 4.01, in the event and only to the extent that it shall be determined by final judgment
or other final adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company for such Expenses.
Section 4.03.
Defense of Claims.
The Company will be entitled to participate in the Proceeding at its own expense. Upon the
delivery of written notice by the Company to Indemnitee, the Company shall be entitled to assume the defense of any Proceeding with counsel consented to by Indemnitee (such consent not to be unreasonably withheld), except for such Proceeding brought
by the Company or as to which the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee. After delivery of such notice, consent to such counsel by Indemnitee and the retention of such
counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to such Proceeding; provided that (i) Indemnitee shall have the right
to employ separate counsel in respect of any Proceeding at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized in writing by the Company or (B) Indemnitee shall have
reasonably concluded upon the advice of counsel that there is a conflict of interest between the Company and Indemnitee in the conduct of the defense of such Proceeding, then in each such case the fees and expenses of Indemnitee’s counsel
shall be borne by the Company. Neither party to this Agreement shall settle any Proceeding in any manner that would impose any Expense, judgment, fine, damages, penalty or limitation on Indemnitee without the other party’s written consent.
Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement. The Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any Proceeding if the Company was not given a
reasonable and timely opportunity to participate in the defense and/or settlement of such Proceeding.
7
ARTICLE 5 PROCEDURES FOR NOTIFICATION OF AND DETERMINATION OF ENTITLEMENT TO
INDEMNIFICATION
Section 5.01
.
Notification; Request for Indemnification.
(a) As a condition precedent
to Indemnitee’s right to obtain indemnification under this Agreement, as soon as reasonably practicable after receipt by Indemnitee of a written notice that he or she is a party to or a participant (as a witness or otherwise) in any
Proceeding or of any other matter in respect of which Indemnitee intends to seek indemnification or advancement of Expenses hereunder, Indemnitee shall provide to the Company written notice thereof, including the nature of and the facts
underlying the Proceeding.
(b) As a condition precedent to an Indemnitee’s right to obtain indemnification under this
Agreement, Indemnitee shall deliver to the Company a written request for indemnification, including therewith such information as is reasonably available to Indemnitee and reasonably necessary to determine Indemnitee’s entitlement to
indemnification hereunder and such information as reasonably requested by the Company. Such request(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole
discretion. Indemnitee’s entitlement to indemnification shall be determined according to Section 5.02 of this Agreement and applicable law.
Section 5.02
.
Determination of Entitlement.
(a) Where there has been a written request by Indemnitee for
indemnification pursuant to Section 5.01(b), then as soon as is reasonably practicable after final disposition of the relevant Proceeding, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto
shall be made in the specific case: (i) if a Change of Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (B) if there are no such Disinterested
Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall have occurred, by Independent Counsel in a
written opinion to the Board, a copy of which shall be delivered to Indemnitee. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) Business Days after such
determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon
reasonable advance request any documentation or information which is not privileged pursuant to applicable laws and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including
attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to
Indemnitee’s entitlement to indemnification).
8
(b) If entitlement to indemnification is to be determined by Independent Counsel pursuant to
Section 5.02(a)(ii), such Independent Counsel shall be selected by Indemnitee as soon as is reasonably practicable, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so
selected. If entitlement to indemnification is to be determined by Independent Counsel pursuant to Section 5.02(a)(i)(B) (or if Indemnitee requests that such selection be made by the Board), such Independent Counsel shall be selected
by the Company in which case the Company shall select such Independent Counsel as soon as is reasonably practicable and shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. In
either event, Indemnitee or the Company, as the case may be, may, within 10 Business Days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such
selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the
objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the
Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within 20 Business Days after the
submission by Indemnitee of a written request for indemnification pursuant to Section 5.01(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent
jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such
other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 5.02(a) hereof. Upon the due commencement of any
judicial proceeding pursuant to Section 6.01(a) of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then
prevailing).
(c) The Company agrees to pay the reasonable fees and expenses of any Independent Counsel serving under this Agreement.
9
Section 5.03
.
Presumptions and Burdens of Proof; Effect of
Certain Proceedings.
(a) In making any determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall, to the fullest extent not prohibited by law,
presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 5.01(b) of this Agreement, and the Company shall, to the fullest extent not
prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of any person, persons or entity to
have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by any
person, persons or entity that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(b) If the person, persons or entity empowered or selected under Section 5.02 of this Agreement to determine whether Indemnitee is
entitled to indemnification shall not have made a determination within the sixty (60) day period referred to in Section 5.02(a), the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by
law, be deemed to have been made and Indemnitee shall be entitled to such indemnification , absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not
materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law;
provided
, however, that such
60-day
period may be
extended for a reasonable time, not to exceed an additional thirty (30) calendar days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the
obtaining or evaluating of documentation and/or information relating thereto.
(c) The termination of any Proceeding or of any claim,
issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to
indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee
had reasonable cause to believe that his or her conduct was unlawful.
(d) For purposes of any determination of good
faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is in good faith reliance on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee
by the officers of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an
appraiser or other expert selected by such Enterprise. The provisions of this Section 5.03(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met
the applicable standard of conduct set forth in this Agreement.
10
(e) The knowledge and/or actions, or failure to act, of any other director, trustee,
partner, managing member, fiduciary, officer, agent or employee of any Enterprise shall not be imputed to Indemnitee for purposes of determining any right to indemnification under this Agreement.
ARTICLE 6
REMEDIES OF
INDEMNITEE
Section 6.01.
Adjudication
. (a) In the event of any dispute between Indemnitee and the Company
hereunder as to entitlement to indemnification or advancement of Expenses (including where (i) a determination is made pursuant to Section 5.02 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement,
(ii) advancement of Expenses is not timely made pursuant to Section 4.01 of this Agreement, (iii) payment of indemnification pursuant to Section 3.01 of this Agreement is not made within ten (10) Business Days after a
determination has been made that Indemnitee is entitled to indemnification, (iv) no determination as to entitlement to indemnification is timely made pursuant to Section 5.02 of this Agreement and no payment of indemnification is made
within ten (10) Business Days after entitlement is deemed to have been determined pursuant to Section 5.03(b)) or (v) a contribution payment is not made in a timely manner pursuant to Section 8.04 of this Agreement, then
Indemnitee shall be entitled to an adjudication by a court of his or her entitlement to such indemnification, contribution or advancement.
(b) In the event that a determination shall have been made pursuant to Section 5.02(a) of this Agreement that Indemnitee is not
entitled to indemnification, any judicial proceeding commenced pursuant to this Section 6.01 shall be conducted in all respects as a
de novo
trial, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse
determination. In any judicial proceeding commenced pursuant to this Section 6.01 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company
may not refer to or introduce into evidence any determination pursuant to Section 5.02(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding pursuant to this
Section 6.01, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 4.02 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all
rights of appeal have been exhausted or lapsed).
(c) If a determination shall have been made pursuant to Section 5.02(a) of
this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.01, absent (i) a misstatement by Indemnitee of a material fact,
or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
11
(d) The Company shall be precluded from asserting in any judicial proceeding commenced
pursuant to this Section 6.01 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.
(e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee in
writing, shall advance such Expenses to Indemnitee, which are reasonably incurred by Indemnitee in connection with any judicial proceeding brought by Indemnitee for (i) indemnification or advances of Expenses by the Company (or otherwise for
the enforcement, interpretation or defense of his or her rights) under this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Memorandum and Articles now or
hereafter in effect or (ii) recovery or advances under any directors’ and officers’ liability insurance policy maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such
indemnification, contribution, advancement or insurance recovery, as the case may be.
ARTICLE 7
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE
Section 7.01
.
D&O Liability Insurance.
To the extent that the Company maintains a policy
or policies of insurance (“
D&O Liability Insurance
”) providing liability insurance for directors and officers of the Company in their capacities as such (and for any capacity in which any director or officer of the Company
serves any other Enterprise at the request of the Company), in respect of acts or omissions occurring while serving in such capacity, Indemnitee shall be covered by the D&O Liability Insurance, in accordance with its or their terms, to the
maximum extent of the coverage available for any other director or officer under such policy or policies. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is
provided) hereunder or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Memorandum and Articles now or hereafter in effect if and to the extent that Indemnitee has actually
received such payment under valid and enforceable D&O Liability Insurance.
Section 7.02
.
Evidence of
Coverage.
Upon request by Indemnitee, the Company shall provide copies of all policies of D&O Liability Insurance providing liability insurance for Indemnitee obtained and maintained in accordance with Section 7.01 of
this Agreement. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O Liability Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for
such insurance are disproportionate to the amount of coverage provided, or the coverage is reduced by exclusions so as to provide an insufficient benefit.
12
ARTICLE 8
MISCELLANEOUS
Section 8.01
.
Non-exclusivity
of Rights.
The rights
of indemnification, contribution and advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled to under applicable law, the Memorandum and Articles, any
agreement, a vote of stockholders or a resolution of directors, or otherwise. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of
any other right or remedy.
Section 8.02
.
Insurance and Subrogation.
(a) If, at the time the Company
receives notice of a claim hereunder, the Company has D&O Liability Insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The
Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. The failure or refusal of
any such insurer to pay any such amount shall not affect or impair the obligations of the Company under this Agreement.
(b) In the event
of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
(c) The Company shall not be
liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided) hereunder if and to the extent that Indemnitee has actually received such payment under any insurance policy (including without
limitation to policies of the D&O Liability Insurance) or other indemnity provision.
Section 8.03. The Company’s
obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, board of directors’ committee member, employee or
agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such Enterprise.
13
Section 8.04
.
Contribution.
To the fullest
extent permissible under applicable law, if the indemnification to which Indemnitee is entitled pursuant to this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to
the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such
proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or
transaction(s) giving rise to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s). The relative fault
of the Company on the one hand and of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the
circumstances resulting in such judgments, fines, amounts paid or to be paid in settlement and/or for Expenses. The Company agrees that it would not be just and equitable if contribution pursuant to this Section 8.04 were determined by pro rata
allocation or any other method of allocation which does not take account of the foregoing equitable considerations.
Section 8.05
.
Amendment.
This Agreement may not be modified or amended except by a written
instrument executed by or on behalf of each of the parties hereto. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit, restrict or reduce any right of Indemnitee under this Agreement in respect of any
act or omission, or any event occurring, prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision limits rights with respect to indemnification, contribution or
advancement of Expenses, it is the intent of the parties hereto that the rights with respect to indemnification, contribution or advancement of Expenses in effect prior to such change shall remain in full force and effect to the extent permitted by
applicable law.
Section 8.06
.
Waivers.
The observance of any term of this Agreement may
be waived (either generally or in a particular instance and either retroactively or prospectively) by the party entitled to enforce such term only by a writing signed by the party against which such waiver is to be asserted. Unless otherwise
expressly provided herein, no delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto of any right, power or privilege
hereunder operate as a waiver of any other right, power or privilege hereunder nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right,
power or privilege hereunder.
Section 8.07
.
Entire Agreement.
This Agreement and the
documents referred to herein constitute the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters
covered hereby are superseded by this Agreement, provided that this Agreement is a supplement to and in furtherance of the Memorandum and Articles and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any
rights of Indemnitee thereunder.
14
Section 8.08
.
Severability.
If any
provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including each portion
of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable
to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the
fullest extent possible, the provisions of this Agreement (including each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested thereby.
Section 8.09
.
Notices.
All notices, requests, demands and other communications under this
Agreement shall be in writing (which may be by facsimile transmission). All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of
receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt. The address for notice to
a party is as shown on the signature page of this Agreement, or such other address as any party shall have given by written notice to the other party as provided above.
Section 8.10
.
Binding Effect.
(a) The Company expressly confirms and agrees that it has
entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a
director or officer of the Company.
(b) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the
parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, and
executors, administrators, personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all, or a substantial part of
the business or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the manner and to the same extent that the Company would be required to perform
if no such succession had taken place.
15
(c) The indemnification, contribution and advancement of Expenses provided by, or granted
pursuant to this Agreement shall continue during the period Indemnitee is an officer and/or a director of the Company or is or was serving at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any
Proceeding by reason of his former or current capacity at the Company or any other enterprise at the Company’s request, whether or not he is acting or serving in any such capacity at the time any Expense is incurred for which indemnification
can be provided under this Agreement. This Agreement shall inure to the benefit of the heirs, executors, administrators, legatees and assigns of such Indemnitee.
Section 8.11
.
Governing Law.
This Agreement and the legal relations among the parties shall
be governed by, and construed and enforced in accordance with, Cayman laws, without regard to its conflict of laws rules.
Section 8.12
.
Consent to Jurisdiction.
Each of the parties to this Agreement irrevocably
agrees that the courts of the Cayman Islands shall have nonexclusive jurisdiction to hear and determine any claim, suit, action or proceeding, and to settle any disputes, which may arise out of or are in any way related to or in connection with this
Agreement, and, for such purposes, irrevocably submits to the nonexclusive jurisdiction of such courts.
Section 8.13
.
Headings.
The Article and Section headings in this Agreement are for
convenience of reference only, and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
Section 8.14
.
Counterparts.
This Agreement may be executed in one or more counterparts, each
of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to
evidence the existence of this Agreement.
Section 8.15
.
U.S. Federal
Preemption.
Notwithstanding the foregoing, both the Company and Indemnitee acknowledge that in certain instances, U.S. federal law or public policy may override applicable law and prohibit the Company from indemnifying its directors
and officers under this Agreement or otherwise. Such instances include, but are not limited to, the U.S. Securities and Exchange Commission’s (the “
SEC
”) prohibition on indemnification for liabilities arising under
certain U.S. federal securities laws. Indemnitee also understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the SEC to submit the question of indemnification to a court in certain
circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.
Section 8.16
.
No Employment Rights.
Nothing in this Agreement is intended to create in Indemnitee
any right to continued employment with the Company.
16
Section 8.17
.
Use of Certain Terms.
As
used in this Agreement, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section, subsection, or
other subdivision. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.
17
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered to be effective as
of the date first above written.
OPAY LIMITED
By:
Name:
Title:
Address:
Facsimile:
Attention:
With a copy to:
Address:
Facsimile:
Attention:
INDEMNITEE
Address:
Facsimile:
With a copy to:
Address:
Facsimile:
Attention:
18

----- d56487dex102.htm -----
EX-10.2
8
d56487dex102.htm
EX-10.2
EX-10.2
Exhibit 10.2
EMPLOYMENT AGREEMENT
This Employment Agreement (the “
Agreement
”), dated as of     , 2026, is entered between OPay
Limited, a company incorporated in the Cayman Islands (the “
Company
” and, together with its subsidiaries, the “
Group
”) and      (the “
Executive
”).
WHEREAS, the Company and the Executive wish to enter into an employment agreement whereby the Executive will be employed by the Company in
accordance with the terms and conditions stated below;
NOW, THEREFORE, the parties hereby agree as follows:
ARTICLE 1
E
MPLOYMENT
, D
UTIES
A
ND
R
ESPONSIBILITIES
Section 1.01
. Employment.
The Executive shall serve as the      of the Company. The Executive hereby accepts such
employment and agrees to devote substantially all of the Executive’s time and efforts to promoting the interests of the Group.
Section 1.02
. Duties and Responsibilities.
Subject to the supervision of and direction by the Board of Directors of the Company, the Executive
shall perform such duties as are similar in nature to those duties and services customarily associated with the positions set forth above.
Section 1.03
. Base of Operation.
The Executive’s principal base of operation for the performance of his or her duties and responsibilities
under this Agreement shall be the offices of the Company in     , and at such other places as shall from time to time be reasonably necessary to fulfill the Executive’s obligations hereunder.
ARTICLE 2
T
ERM
Section 2.01
. Term.
(a) Subject to other
terms and conditions of this Agreement, the employment pursuant to this Agreement (the “
Employment
”) shall commence on      and shall have an indefinite duration, unless it is terminated pursuant to this
Agreement or as mutually agreed by the parties hereto.
(b) The Executive represents and warrants to the Company that neither the execution and delivery
of this Agreement nor the performance of the Executive’s duties hereunder violates or will violate the provisions of any other agreement to which the Executive is a party or by which the Executive is bound.
(c) It is understood and agreed that to the extent an employment agreement or similar agreement has been
entered into by and between a member of the Group on one hand and the Executive on the other hand (the “
Operative Employment Agreement
”), and the Operative Employment Agreement is terminated for any reasons pursuant to the terms
therein, the Employment shall also be terminated unless mutually agreed by both parties.
ARTICLE 3
C
OMPENSATION
A
ND
E
XPENSES
Section 3.01
. Salary, Remuneration and Benefits.
The Executive’s salary, remuneration and benefits shall be determined by the Company and
shall be specified in the Operative Employment Agreement or any other agreement between the Company or another member of the Group on one hand and the Executive on the other hand. The Executive’s salary, remuneration and benefits shall be
reviewed by the Board of Directors (or its designated compensation committee) and/or the management of the Company in accordance with the relevant policies adopted by the Company from time to time.
Section 3.02.
Expenses.
The Company will reimburse the Executive for reasonable documented business-related expenses incurred by the Executive in
connection with the performance of the Executive’s duties hereunder during the term of the Employment, subject, however, to the Company’s policies and guidelines relating to business-related expenses as in effect from time to time during
the duration of the employment,
provided
that, the Executive shall provide the Company with all appropriate receipts and vouchers.
Section 3.03
.
Employee Benefit Plans.
The Executive shall be entitled to participate during the term of the Employment in
employee benefit plans, programs and arrangements of the Company as may be in effect from time to time, including, without limitation, any share incentive plan, comprehensive health insurance and retirement scheme, subject to the terms and
provisions of such plan and the execution of the award agreement and other related agreements between the Company and the Executive, as well as the terms and conditions as set forth in the Operative Employment Agreement.
Section 3.04.
Payer of Compensation.
Subject to the terms and conditions as set forth in the Operative Employment Agreement, all compensation,
salary, benefits and remuneration pursuant to this Agreement may be paid by the Company or any of its subsidiaries, as decided by the Company in its sole discretion.
ARTICLE 4
E
XCLUSIVITY
, N
ON
-
COMPETE
, N
ON
-
SOLICITATION
, C
ONFIDENTIALITY
,
AND
I
NTELLECTUAL
P
ROPERTY
Section 4.01
. Exclusivity.
The Executive agrees to perform his or her duties, responsibilities and obligations hereunder efficiently and to the
best of his or her ability. The Executive agrees that the Executive will devote substantially all of the Executive’s working time, care and attention and best efforts to such duties, responsibilities and obligations throughout the term of the
Employment. The Executive agrees that all of his or her activities as an employee of the Company shall be in conformity with all present and future policies, rules and regulations and directions of the Company not inconsistent with this Agreement
and the Operative Employment Agreement.
2
Section 4.02
.
Non-compete,
Non-solicitation
and Confidentiality.
(a)
Non-compete.
The
Executive agrees that during the term of the Employment and for the twenty-four (24) months following the termination for any reason of the Employment, unless otherwise agreed by the Company, he or she will not, and will cause its affiliates
not to, directly or indirectly (whether as a controller, agent, director, employee, partner, shareholder, management or otherwise): (i) be employed or self-employed in, engage in or own or hold any interest in, or provide any consulting, technical
and other services or any assistance to any Competing Businesses; (ii) invest in any Competing Businesses; (iii) establish an entity that engages in any Competing Businesses; or (iv) provide any services that competes with those
provided by the Group to any former, current or prospective customers of the Group. As used herein, a “
Competing Business
” means any business that is substantially similar to, or is in direct or indirect competition or would
potentially compete with, any businesses conducted by the Company or any member of the Group, including but are not limited to those conducted by the entities as specified in the Operative Employment Agreement or any other agreement between the
Company or any other member of the Group on one hand and the Executive on the other hand. The Executive also agreed that, throughout the term of the Employment and at all times thereafter, he or she will not and will cause his or her affiliates not
to engage in any conduct that would damage the reputation of the Group.
(b)
Non-solicitation
. The
Executive agrees that he or she will not and will cause his or her affiliates not to, directly or indirectly, (i) employ or otherwise use the services provided by a current employee of a member of the Group, a person that has unilaterally
terminated his or her employment with a member of the Group without undergoing proper departure procedures, or any former employee of a member of the Group who is subject to
non-compete
restrictions;
(ii) during the term of the Employment and for the twenty-four (24) months following the termination for any reason of the Employment, solicit or attempt to solicit (a) any officer or employee of any member of the Group to terminate
his or her employment with such member of the Group; or (b) a person who is a customer, supplier, agent, licensee, licensor of any member of the Group or any other person that has an actual or prospective business relation with any member of
the Group to terminate its relationship with the Group or to alter such relationship in a manner adverse to the Group.
(c) Confidentiality.
Throughout the term of the Employment and at all times thereafter, the Executive shall keep in strict confidence and not to use all
non-public
information relating to the technology, business, financial
condition and other aspects of the Company, including but not limited to
know-how,
confidential technical, financial, marketing, distribution and commercial information and other trade secrets, business
methods, products, processes, procedures, development or experimental projects, plans, service providers, students, customers and users and such
non-public
information relating to the students, customers,
users and suppliers of the Group, and, except as authorized by the Company, may not disclose or provide to any person, firm, corporation or entity such
non-public
information, and may not use such
non-public
information for any purpose other than to fulfill his or her responsibilities in the best interest of the Company. The Executive shall also comply with the Company’s corporate policies and any other
agreements on confidentiality that the Executive may enter into with the Company or any other member of the Group. This provision and such other confidentiality policies and agreements are hereinafter collectively referred to as the
“
Confidentiality Terms.
” The Executive shall comply with the Confidentiality Terms throughout the term of the Employment and at all times thereafter.
3
(d) Operative Employment Agreement.
Both parties hereto acknowledge that the Executive shall continue
to comply with the provisions relating to
non-compete,
non-solicitation
and confidentiality in the Operative Employment Agreement or another agreement entered into
between the Company or any other member of the Group on one hand and the Executive on the other hand.
Section 4.03.
Transfer of Intellectual
Property
. The Executive hereby agrees to transfer to the Company or another member of the Group as designated by the Company all intellectual property rights in the works created during the Employment or other intellectual property rights deemed
to be occupational works in accordance with applicable laws and regulations (the “
Occupational Works
”). The “intellectual property rights” as referred to in this section means all current and future intellectual
property rights, including but not limited to patent rights, trademarks or copyrights in any country, whether registered or not. The Executive agrees that, throughout the course of the Employment and at all times thereafter, he or she shall execute
necessary documents and take necessary action to implement the foregoing transfer of the Occupational Works to the Group. The Executive acknowledged that the Company shall, where permitted by applicable laws and regulations, hold all rights and
interests in the Occupational Works, including any patent or copyrights. The Executive further agrees that, throughout the course of the Employment and at all times thereafter, the Executive and his or her heirs, assignees and representatives will,
upon the Company’s requests, assign exclusively to the Company or another member of the Group as designated by the Company any right, title and interest in the Occupational Work and assist in the preparation and execution of all applications
and instruments and carry out other tasks or procedures necessary in accordance with applicable laws and regulations for the Company or another member of the Group as designated by the Company to obtain and maintain the patent and other intellectual
property right in any applicable jurisdictions and/or protecting the rights and interests of the Company or another member of the Group as designated by the Company in the Occupational Works.
ARTICLE 5
T
ERMINATION
OF
THE
EMPLOYMENT
Section 5.01
. Termination by Company.
The Company shall have the right to terminate the Employment at any time with “Cause” without
advance notice pursuant to the terms and conditions hereof. For purposes of this Agreement, “
Cause
” shall have the meanings ascribed to it in the Operative Employment Agreement. For purposes of this Section 5.01, no act or
failure to act, on the part of the Executive shall be deemed “
willful
” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the act or omission of the Executive was in the best
interest of the Company. The Company may also terminate the Executive’s employment at any time with or without Cause by giving a 30 days’ advance notice in writing.
4
Section 5.02
. Termination by the Executive.
The Executive shall have the right to terminate the
Employment at any time by giving a 30 days’ advance notice in writing pursuant to the terms and conditions under the Operative Employment Agreement. If the Executive terminates the employment under this Section 5.02, the Company is not
obliged to pay to the Executive any financial compensation for such termination.
Section 5.03
. Death.
In the event the Executive passes away
during the term of the Employment, this Agreement shall automatically terminate, effective on the date of the Executive’s death.
Section 5.04.
Effect of Termination
.
(a) In the event of termination of the Executive’s employment, by either party for any reason, the Company shall pay to the Executive (or his or her
beneficiary in the event of his or her death) any base salary or other compensation earned but not paid to the Executive prior to the effective date of such termination. All other benefits due the Executive following his or her termination of
employment shall be determined in accordance with the plans, policies and practices of the Company.
(b) In the event of termination of the
Executive’s employment by the Company other than for Cause, the Company shall pay to the Executive any additional amount as provided by applicable law.
ARTICLE 6
M
ISCELLANEOUS
Section 6.01
. Benefit Assignment; Assignment; Beneficiary.
This Agreement shall inure to the benefit of and be binding upon the Company and its
assigns. This Agreement shall also inure to the benefit of, and be enforceable by, the Executive and the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the
Executive should die while any amount would still be payable to the Executive hereunder if the Executive had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to the Executive’s beneficiary,
devisee, legatee or other designee, or if there is no such designee, to the Executive’s estate.
Section 6.02.
Notices.
Any notice
required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered or if sent by registered or certified mail, national overnight courier, or email. In the case of the Company, to the office or email account
of the Head of Human Resources; and in the case of the Executive, to the address or email account appearing on the employment records of the Company, from time to time. Any notice given hereunder shall be deemed to have been given at the time of
receipt thereof by the person to whom such notice is given.
5
Section 6.03
. Entire Agreement; Amendment.
This Agreement contains the entire agreement of the
parties hereto with respect to the terms and conditions of the Executive’s employment with the Company and, subject to Section 4.02(d) of this Agreement, supersedes any and all prior agreements and understandings, whether written or oral,
between the parties hereto with respect to the employment of the Executive with the Company. For the avoidance of doubt, in case of any conflict between this Agreement and the Operative Employment Agreement as to the Executive’s compensation,
the term of the Employment, and the Executive’s
non-compete,
confidentiality and
non-solicitation
obligations, the Operative Employment Agreement shall prevail.
This Agreement may not be changed or modified except by an amendment in writing signed by both of the parties hereto.
Section 6.04
. Waiver.
The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a continuing waiver or as a consent to or waiver of any subsequent breach hereof.
Section 6.05
. Headings.
The article and section headings herein are for convenience of reference only, do not constitute a part of this Agreement
and shall not be deemed to limit or affect any of the provisions hereof.
Section 6.06
. Governing Law.
This Agreement shall be governed by,
and construed and interpreted in accordance with, the laws of Hong Kong Special Administration Region of the People’s Republic of China (“
Hong Kong
”).
Section 6.07
. Agreement To Take Actions.
Each party hereto shall execute and deliver such documents, certificates, agreements and other
instruments, and shall take such other actions, as may be reasonably necessary or desirable in order to perform his or its obligations under this Agreement or to effectuate the purposes hereof.
Section 6.08
. Arbitration.
Any dispute between the parties hereto respecting the meaning and intent of this Agreement or any of its terms and
provisions shall be submitted to the Hong Kong International Arbitration Centre (“
HKIAC
”) for arbitration in accordance with HKIAC’s arbitration rules in effect at the time. The arbitral award is final and binding upon the
parties thereto. The arbitration tribunal will consist of three arbitrators (one appointed by claimant, the second appointed by respondent and the third appointed by the first two arbitrators or the Chairman of HKIAC). The arbitration seat shall be
in Hong Kong. The language of arbitration shall be English and Chinese.
Section 6.09
. Survivorship.
The respective rights and obligations of
the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.
6
Section 6.10
. Severability.
The invalidity or unenforceability of any provision or provisions of
this Agreement shall not affect the validity or enforceability of any other provision or provisions of this Agreement, which shall remain in full force and effect.
Section 6.11
. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same instrument.
Section 6.13
. Withholding.
All payments to the Executive hereunder shall be
subject to withholding to the extent required by applicable law.
7
IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement as of the
date first above written.
OPAY LIMITED
By:
Name:
Title:
EXECUTIVE
Name:
Title:
8

----- d56487dex103.htm -----
EX-10.3
9
d56487dex103.htm
EX-10.3
EX-10.3
Exhibit 10.3
OPay Limited
(incorporated in the Cayman Islands with limited liability)
2026 EQUITY INCENTIVE PLAN
TABLE OF CONTENT
ARTICLE 1 PURPOSE
3
ARTICLE 2 DEFINITIONS AND CONSTRUCTION
3
ARTICLE 3 SHARES SUBJECT TO THE PLAN
8
ARTICLE 4 ELIGIBILITY AND PARTICIPATION
8
ARTICLE 5 RESTRICTED SHARE UNITS
8
ARTICLE 6 PROVISIONS APPLICABLE TO AWARDS
9
ARTICLE 7 CHANGES IN CAPITAL STRUCTURE
11
ARTICLE 8 ADMINISTRATION
12
ARTICLE 9 EFFECTIVE AND EXPIRATION DATE
13
ARTICLE 10 AMENDMENT, MODIFICATION, AND TERMINATION
14
ARTICLE 11 GENERAL PROVISIONS
14
2
ARTICLE 1
PURPOSE
The purpose of
this 2026 EQUITY INCENTIVE PLAN (the “
Plan
”) is to promote the success of OPay Limited (the “
Compan
y”), by linking the personal interests of the Directors, Employees, and Consultants to those of the
Company’s shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to the Company’s shareholders. The Plan is further intended to attract, retain and motivate the services
of the Directors, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.
ARTICLE 2
DEFINITIONS
AND CONSTRUCTION
Wherever the following terms are used in the Plan they shall have the meanings specified below unless the context
clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.
Section 2.1 “
Affiliate
” means each of the following: (a) any Subsidiary; (b) any Parent; (c) any
corporation, trade or business (including, without limitation, a partnership or limited liability company) which is directly or indirectly controlled 50% or more (whether by ownership of shares, assets or an equivalent ownership interest or voting
interest) by the Company or one of its Affiliates; or (d) any trade or business (including, without limitation, a partnership or limited liability company) which directly or indirectly controls 50% or more (whether by ownership of shares,
assets or an equivalent ownership interest or voting interest) of the Company; provided that, unless otherwise determined by the Committee, the Shares subject to any Award constitutes “service recipient stock” for purposes of
Section 409A of the Code or otherwise does not subject the Award to Section 409A of the Code.
Section 2.2 “
Applicable Laws
” means any applicable legal requirements relating to the administration of and the
issuance of securities under this Plan, including, without limitation, the requirements of laws of the United States, the People’s Republic of China or the Cayman Islands, and the requirements of any stock exchange or quotation system upon
which the Shares may then be listed or quoted and the applicable laws of any other country or jurisdiction where Awards are granted under the Plan, and any procedures to be fulfilled for the implementation of the Plan required by the relevant
authorities, including but not limited to the requirement of foreign exchange registration. For all purposes of this Plan, references to statutes and regulations shall be deemed to include any successor statutes or regulations.
Section 2.3 “
Award
” means the Restricted Share Unit by the Committee granted to a Participant pursuant to the
Plan.
Section 2.4 “
Award A
g
reement
” means any written agreement, contract, or other instrument or
document evidencing an Award, including through electronic medium.
3
Section 2.5 “
Board
” means the board of directors of the
Company.
Section 2.6 “
Cause
” with respect to a Participant means (unless otherwise expressly provided in
the applicable Award Agreement, or another applicable contract with the Participant that defines such term based upon a finding by the Service Recipient, acting in good faith and based on its reasonable belief at the time) that the Participant:
(a) has been negligent in the discharge of his or her duties to the Service Recipient, has refused to perform lawful and stated or
assigned duties or is incompetent in or (other than by reason of a disability or analogous condition) incapable of performing those duties;
(b) has been dishonest or committed or engaged in an act of theft, embezzlement or fraud, a breach of confidentiality, an unauthorized
disclosure or use of inside information, customer lists, trade secrets or other confidential information;
(c) has breached a
fiduciary duty, or willfully and materially violated any other duty, law, rule, regulation or policy of the Service Recipient; or has been convicted of, or plead guilty or nolo contendere to, a felony or misdemeanor (other than minor traffic
violations or similar offenses) or other crimes;
(d) has materially breached any of the provisions of any agreement with the
Service Recipient;
(e) has engaged in unfair competition with, or otherwise acted intentionally in a manner injurious to the
reputation, business or assets of, the Service Recipient;
(f) has improperly induced an employee, a vendor or customer to break or
terminate any contract with the Service Recipient or induced a principal for whom the Service Recipient acts as agent to terminate such agency relationship;
(g) has engaged in any conduct that is materially adverse to the name, reputation or interests of the Company; or
(h) other “Cause” provisions in the Award Agreement between the Company and the Participant.
Section 2.7 “
Code
” means the Internal Revenue Code of 1986 of the United States, as amended.
Section 2.8 “
Committee
” means a special committee to be designated by the Board with the power and authority to
administer the Plan as described in Article 8. Reference to the Committee shall refer to the Board in the absence of a Committee.
Section 2.9 “Consultant” means any consultant or adviser who provides services directly or indirectly to a Service
Recipient, where such individual has a direct contractual relationship with the Service Recipient or provides services under a written vendor, outsourcing or staffing arrangement (whether as an employee, subcontractor or designated individual of a
third party vendor).
4
Section 2.10 “
Corporate Transaction
”, unless otherwise defined
in an Award Agreement, means any of the following transactions:
(a) an amalgamation, arrangement, merger or consolidation or scheme
of arrangement (i) in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated or (ii) following which the holders of the
voting securities of the Company do not continue to hold more than 50% of the combined voting power of the voting securities of the surviving entity;
(b) the sale, transfer or other disposition of all or substantially all of the assets of the Company;
(c) the complete liquidation or dissolution of the Company;
(d) any reverse takeover or series of related transactions culminating in a reverse takeover (including, but not limited to, a tender
offer followed by a reverse takeover) in which the Company is the surviving entity but (A) the Company’s equity securities outstanding immediately prior to such takeover are converted or exchanged by virtue of the takeover into other
property, whether in the form of securities, cash or otherwise, or (B) in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or
persons different from those who held such securities immediately prior to such takeover or the initial transaction culminating in such takeover, but excluding any such transaction or series of related transactions that the Committee determines
shall not be a Corporate Transaction; or
(e) acquisition in a single or series of related transactions by any person or related
group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule
13d-3
of the Exchange Act) of securities possessing more than fifty
percent (50%) of the total combined voting power of the Company’s outstanding securities but excluding any such transaction or series of related transactions that the Committee determines shall not be a Corporate Transaction.
Section 2.11 “
Director
”, means a member of the Board or a member of the board of directors of a Parent or any
Subsidiary of the Company.
Section 2.12 “
Disability
”, means, with respect to a Participant (unless
otherwise defined in the applicable Award Agreement), that the Participant qualifies to receive long-term disability payments under the Service Recipient’s long-term disability insurance program, as it may be amended from time to time, to
which the Participant provides services regardless of whether the Participant is covered by such policy. If the Service Recipient to which the Participant provides service does not have a long-term disability plan in place, “Disability”
means that a Participant is unable to carry out the responsibilities and functions of the position held by the Participant by reason of any medically determinable physical or mental impairment for a period as defined in the Company policies then in
effect or as determined by the Committee in its sole discretion. A Participant will not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Committee in its discretion.
Notwithstanding the foregoing, for Awards that are subject to Section 409A of the Code, Disability shall mean that a Participant is disabled under Section 409A(a)(2)(C)(i) or (ii) of the Code.
5
Section 2.13 “
Effective Date
” shall have the meaning set forth
in Section 9.1.
Section 2.14 “
Employee
” means any person, including an officer or a Director, who is
in the employment of a Service Recipient, subject to the control and direction of the Service Recipient as to both the work to be performed and the manner and method of performance. The payment of a director’s fee by a Service Recipient shall
not be sufficient to constitute “employment” by the Service Recipient.
Section 2.15 “
Exchan
g
e
Act
” means the Securities Exchange Act of 1934 of the United States, as amended.
Section 2.16 “
Fair Market
Value
” means, as of any date, the value of Shares determined as follows:
(a) If the Shares are listed on one or more
established stock exchanges or national market systems, including without limitation, the New York Stock Exchange or the Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such shares (or the closing bid, if no sales
were reported) as quoted on the principal exchange or system on which the Shares are listed (as determined by the Committee) on the date of determination (or, if no closing sales price or closing bid was reported on that date, as applicable, on the
last trading date such closing sales price or closing bid was reported), as reported on the website maintained by such exchange or market system or such other source as the Committee deems reliable;
(b) If the Shares are regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognized securities
dealer, its Fair Market Value shall be the closing sales price for such Shares as quoted on such system or by such securities dealer on the date of determination, but if selling prices are not reported, the Fair Market Value of a Share shall be the
mean between the high bid and low asked prices for the Shares on the date of determination (or, if no such prices were reported on that date, on the last date such prices were reported), as reported in The Wall Street Journal or such other source as
the Committee deems reliable; or
(c) In the absence of an established market for the Shares of the type described in (a) and
(b) above, the Fair Market Value thereof shall be determined by the Committee in good faith.
Section 2.17 “
Non-Emplo
y
ee Director
” means a member of the Board who qualifies as a
“Non-Employee
Director” as defined in Rule
16b-3(b)(3)
of the Exchange Act, or any successor definition adopted by the Board.
Section 2.18 “
Participant
” means a person who, as a Director, Consultant, Employee, or any other individual
deemed eligible by the Committee, has been granted an Award pursuant to the Plan.
Section 2.19 “
Parent
”
means a parent corporation under Section 424(e) of the Code.
6
Section 2.20
“
Person
”
means an individual, a
partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a government or any branch, department, agency, political subdivision or official thereof.
Section 2.21 “
Plan
” means this 2026 Equity Incentive Plan of OPay Limited, as amended and/or restated from
time to time.
Section 2.22 “
Restricted Share Unit
” means an Award granted pursuant to Article 5 to receive
a Share at a future date.
Section 2.23 “
Securities Act
” means the Securities Act of 1933 of the United
States, as amended.
Section 2.24 “
Service Recipient
” means the Company, a Parent or Subsidiary of the
Company to which a Participant provides services as an Employee, a Consultant or a Director.
Section 2.25 “
Shares
” means the ordinary shares of par value of US$0.000004 each of the Company.
Section 2.26 “
Subsidiar
y” means any corporation or other entity of which a majority of the outstanding voting
shares or voting power is beneficially owned directly or indirectly by the Company. For purposes of this Plan, any “variable interest entity” that is consolidated into the consolidated financial statements of the Company under applicable
accounting principles or standards which may apply to the consolidated financial statements of the Company shall be deemed to be a Subsidiary.
Section 2.27 “
Terminated for Cause
” or “
Termination for Cause
” means, in the case of a
Participant, (i) the termination of the Participant’s status as an Employee, a Consultant or a Director for Cause or (ii) the Participant’s voluntary resignation as an Employee, a Consultant or a Director if the Service
Recipient determines at any time that, before or after the Participant’s resignation, the Company had Cause to terminate such Participant’s status as an Employee, a Consultant or a Director. A Termination for Cause shall be deemed to
occur (subject to reinstatement upon a contrary final determination by the Committee) on the date on which the Service Recipient first delivers written notice to the Participant of a finding of Termination for Cause.
Section 2.28 “
Listing
” means the Shares are listed on one or more established stock exchanges or national market
systems, including without limitation, the New York Stock Exchange or the Nasdaq Stock Market.
Section 2.29 “Trust” means a trust established in accordance with the applicable trust deed, which may serve as a
holding vehicle for the Shares for the purpose of administering the Plan.
7
ARTICLE 3
SHARES SUBJECT TO THE PLAN
Section 3.1
Number of Shares
. The initial aggregate number of Shares that may be issued before Listing or used for reference
purposes or with respect to which Awards may be granted under the Plan shall be equal to 168,664,930 Shares. To the extent that an Award terminates, expires, or lapses for any reason, or is settled in cash and not Shares, then any Shares subject to
the Award shall again be available for the grant of an Award pursuant to the Plan.
Section 3.2
Holders of Shares
. Any
Shares issued pursuant to an Award shall be held indirectly through the Trust established by the Company, as determined by the Committee. Such Shares shall represent indirect equity interests in the Company and shall be subject to compliance with
all Applicable Laws and the listing requirements applicable to the Company’s proposed public offering in the United States.
ARTICLE 4
ELIGIBILITY
AND PARTICIPATION
Section 4.1
Eli
g
ibilit
y. Persons eligible to participate in this Plan include Employees,
Consultants, Directors and any other individual deemed eligible by the Committee in writing in its sole discretion.
Section 4.2
Participation
. Subject to the provisions of the Plan, the Committee may, from time to time, select from among
all eligible individuals, those to whom Awards shall be granted and shall determine the nature and amount of each Award. No individual shall have any right to be granted an Award pursuant to this Plan.
Section 4.3
Jurisdictions
. In order to assure the viability of Awards granted to Participants employed in various
jurisdictions, the Committee may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, foreign exchange administration rules, or custom applicable in the jurisdiction in which
the Participant resides or is employed. Moreover, the Committee may approve such supplements to, or amendments, restatements, or alternative versions of, the Plan as it may consider necessary or appropriate for such purposes without thereby
affecting the terms of the Plan as in effect for any other purpose;
provided
,
however
, that no such supplements, amendments, restatements, or alternative versions shall increase the share limitations contained in Section 3.1 of
the Plan. Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate any Applicable Laws.
ARTICLE 5
RESTRICTED
SHARE UNITS
Section 5.1
Grant of Restricted Share Units
. The Committee, at any time and from time to time, may
grant Restricted Share Units to Participants as the Committee, in its sole discretion, shall determine. The Committee, in its sole discretion, shall determine the number of Restricted Share Units to be granted to each Participant.
8
Section 5.2
Restricted Share Units Award A
g
reement
. Each Award of
Restricted Share Units shall be evidenced by an Award Agreement that shall specify any vesting conditions, the number of Restricted Share Units granted, the purchase price and such other terms and conditions as the Committee, in its sole discretion,
shall determine.
Section 5.3
Form and Timing of Payment of Restricted Share Units
. At the time of grant, the Committee
shall specify the date or dates on which the Restricted Share Units shall become fully vested and
non-forfeitable.
Upon vesting, the Committee, in its sole discretion, may pay the settlement value of the
Restricted Share Units in the form of cash, Shares or a combination thereof.
Section 5.4
Forfeiture/Repurchase
. Except
as otherwise determined by the Committee at the time of the grant of the Award or thereafter, and subject to all Applicable Laws, upon termination of employment or service during the applicable restriction period, Restricted Share Units that are at
that time unvested shall be forfeited or repurchased in accordance with the Award Agreement; provided, however, the Committee may (a) provide in any Restricted Share Unit Award Agreement that restrictions or forfeiture and repurchase conditions
relating to Restricted Share Units will be waived in whole or in part in the event of terminations resulting from specified causes, and (b) in other cases waive in whole or in part restrictions or forfeiture and repurchase conditions relating
to Restricted Share Units.
Section 5.5
Voting Rights.
The Participant acknowledges and agrees that the Award granted
hereunder confers only the economic rights with respect to the Shares underlying the Restricted Share Units. The Participant shall have no voting rights or other shareholder rights with respect to any Shares held in the Trust (whether vested or
unvested). All voting rights attaching to such Shares shall be exercised exclusively by the Trustee in accordance with the Trust Deed.
ARTICLE 6
PROVISIONS
APPLICABLE TO AWARDS
Section 6.1
Termination for Cause
. Unless otherwise provided in the applicable Award
Agreement, if a Participant’s employment by or service to the Service Recipient is Terminated for Cause, the Participant’s Awards will terminate upon such Termination for Cause, whether or not the Award is then vested and/or exercisable.
Section 6.2
Misconduct
. Notwithstanding Section 6.1, unless otherwise provided in the applicable Award Agreement,
upon finding of any Cause with respect to a Participant, the Board or the Committee may unilaterally or bilaterally amend, modify, suspend, cancel or rescind the Participant’s Award, whether or not the Award is then vested and/or exercisable.
Section 6.3
No Transferability; Limited Exception to Transfer Restrictions
.
(a)
Limits on Transfer
. Unless otherwise expressly provided in (or pursuant to) this Section 6.3, by applicable law and by
the Award Agreement, as the same may be amended:
(i) all Awards are
non-transferable
and
will not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge;
9
(ii) Awards will be exercised only by the Participant; and
(iii) amounts payable or Shares issuable pursuant to an Award will be delivered only to (or for the account of), and, in the case of
Shares, registered in the name of, the Participant.
In addition, the Shares shall be subject to the restrictions set forth in the
applicable Award Agreement.
(b)
Exceptions to Limits on Transfer
. Notwithstanding the foregoing, no provision herein shall
prevent or forbid transfers to a trust that was established solely for tax planning purposes and not for purposes of profit or commercial activity or, to one or more “family members” (as such term is defined in SEC Rule 701 promulgated
under the Securities Act of 1933, as amended) by gift or pursuant to a qualified domestic relations order.
Section 6.4
Buy-Out
. In the sole discretion of the Committee, any Award (in whole or in part) under the Plan may be settled in cash or other property in lieu of Shares; provided, however, payment in cash or other property
in lieu of Shares shall not be made earlier than the time such Shares are deliverable pursuant to the terms of the Award. If any Award (in whole or in part) is settled in cash or other property in lieu of Shares, the number of Shares subject to such
Award (or such portion thereof) shall revert to the Plan and again be available for grant or award under the Plan.
Section 6.5
Share Certificate
. Notwithstanding anything herein to the contrary, the Company shall not be required to issue
or deliver any certificates evidencing Shares pursuant to the exercise of any Award, unless and until the Board has determined, with advice of counsel, that the issuance and delivery of such Shares is in compliance with the Company’s
memorandum and articles of association, all Applicable Laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the Shares are listed or traded. All Share certificates delivered pursuant to the Plan
are subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with all Applicable Laws, and the rules of any national securities exchange or automated quotation system on which the Shares are
listed, quoted, or traded. The Committee may place legends on any Share certificate to reference restrictions applicable to the Share. In addition to the terms and conditions provided herein, the Board may require that a Participant make such
reasonable covenants, agreements, and representations as the Board, in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements. The Committee shall have the right to require any Participant to comply with
any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Committee.
Section 6.6
Paperless Administration
. Subject to Applicable Laws, the Committee may make Awards, provide applicable
disclosure and procedures for exercise of Awards by an internet website, electronic mail or interactive voice response system for the paperless administration of Awards.
10
Section 6.7
Forei
g
n Currenc
y. The Award Agreement shall specify the
currency applicable to such Award. The Committee may determine, in its sole discretion, that an Award denominated in one currency may be paid in any other currency based on the prevailing exchange rate as the Committee deems appropriate. A
Participant may be required to provide evidence that any currency used to pay the exercise price of any Award was acquired and taken out of the jurisdiction in which the Participant resides in accordance with Applicable Laws, including foreign
exchange control laws and regulations. In the event the exercise price for an Award is paid in a foreign currency, as permitted by the Committee, the amount payable will be determined by conversion from U.S. dollars at an exchange rate selected by
the Committee on the date of exercise.
ARTICLE 7
CHANGES IN CAPITAL STRUCTURE
Section 7.1
Adjustments
. In the event of any distribution, share split, consolidation or exchange of Shares, amalgamation,
arrangement, merger or consolidation, reorganization of the Company, including the Company becoming a subsidiary in a transaction not involving a Corporate Transaction,
spin-off,
recapitalization or other
distribution (other than normal cash dividends) of Company assets to its shareholders, or any other change affecting the Shares or the share price of a Share, in each case, the Committee shall make such proportionate and equitable adjustments, if
any, to reflect such change with respect to (a) the aggregate number and type of shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1 and substitutions of shares in a parent
or surviving company); (b) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); and (c) the grant or exercise price per share for any
outstanding Awards under the Plan. The form and manner of any such adjustments shall be determined by the Committee in its sole discretion (provided that the exercise price per Share shall in no circumstances fall below the par value per Share).
Section 7.2
Corporate Transactions
. Except as may otherwise be provided in any Award Agreement or any other written
agreement entered into by and between the Company and a Participant, if the Committee anticipates the occurrence, or upon the occurrence, of a Corporate Transaction, the Committee may, in its sole discretion, provide for (i) any and all Awards
outstanding hereunder to terminate at a specific time in the future and shall give each Participant the right to exercise the vested portion of such Awards during a period of time as the Committee shall determine, or (ii) the purchase of any
Award for an amount of cash equal to the amount that would have been attained upon the exercise of such Award (and, for the avoidance of doubt, if as of such date the Committee determines in good faith that no amount would have been attained upon
the exercise of such Award, then such Award may be terminated by the Company without payment and without consent of the applicable Participant), or (iii) the replacement of such Award with other rights or property selected by the Committee in
its sole discretion or the assumption of or substitution of such Award by the successor or surviving corporation, or a Parent or Subsidiary thereof, with appropriate adjustments as to the number and kind of Shares and prices, or (iv) payment of
such Award in cash based on the value of Shares on the date of the Corporate Transaction plus reasonable interest on the Award through the date as determined by the Committee when such Award would otherwise be vested or have been paid in accordance
with its original terms, if necessary to comply with Section 409A of the Code.
11
Section 7.3
Outstanding Awards – Other Changes
. In the event of any
other change in the capitalization of the Company or corporate change other than those specifically referred to in this Article 7, the Committee may, in its absolute discretion, make such adjustments in the number and class of shares subject to
Awards outstanding on the date on which such change occurs and in the per share grant or exercise price of each Award as the Committee may consider appropriate to prevent dilution or enlargement of rights.
Section 7.4
No Other Rights
. Except as expressly provided in the Plan, no Participant shall have any rights by reason of any
subdivision or consolidation of shares of any class, the payment of any dividend, any increase or decrease in the number of shares of any class or any dissolution, liquidation, merger, or consolidation of the Company or any other corporation. Except
as expressly provided in the Plan or pursuant to action of the Committee under the Plan, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number of shares subject to an Award or the grant or purchase price of any Award.
ARTICLE 8
ADMINISTRATION
Section 8.1
Committee
. The Plan shall be administered by the Committee to whom the Board shall delegate the authority to
administer this Plan and to grant or amend Awards to Participants.
Section 8.2
Action by the Committee
. A majority of
the Committee shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present, and acts approved in writing by all the members of the Committee in lieu of a meeting, shall be deemed the acts of
the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Subsidiary, the Company’s independent
certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.
Section 8.3
Authority of Committee
. Subject to any specific designation in the Plan, the Committee has the exclusive power,
authority and discretion to:
(a) Designate eligible Participants to receive Awards;
(b) Determine the type or types of Awards to be granted to each Participant;
(c) Determine the number of Awards to be granted and the number of Shares to which an Award will relate;
(d) Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price,
grant price, or purchase price, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, any provisions related to
non-competition
and recapture of gain on an Award, based in each case on such considerations as the Committee in its sole discretion determines;
12
(e) Determine whether, to what extent, and pursuant to what circumstances an Award may
be settled in, or the exercise price of an Award may be paid in, cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered (whether or not in exchange for another Award or combination of Awards);
(f) Prescribe the form of each Award Agreement, which need not be identical for each Participant;
(g) Decide all other matters that must be determined in connection with an Award;
(h) Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;
(i) Interpret the terms of, and any matter arising pursuant to, the Plan or any Award Agreement;
(j) correct any defect, omission or inconsistency in the Plan or any Award Agreement;
(k) Delegate any of its powers to one or more persons as it deems appropriate; and
(l) Make all other decisions and determinations that may be required pursuant to the Plan or as the Committee deems necessary or
advisable to administer the Plan.
Section 8.4
Decisions Bindin
g. The Committee’s interpretation of the Plan, any
Awards granted pursuant to the Plan, any Award Agreement and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties.
ARTICLE 9
EFFECTIVE
AND EXPIRATION DATE
Section 9.1
Effective Date
. The Plan is effective as of the date it is approved by the Board of
the Company in accordance with the applicable provisions of the Company’s memorandum and articles of association (the “
Effective Date
”).
Section 9.2
Expiration Date
. The Plan will expire on, and no Award may be granted pursuant to the Plan after, the tenth
anniversary of the Effective Date. Any Awards that are outstanding on the tenth anniversary of the Effective Date shall remain in force according to the terms of the Plan and the applicable Award Agreement.
13
ARTICLE 10
AMENDMENT, MODIFICATION, AND TERMINATION
The Board in its sole discretion may terminate this Plan at any time. The Board may amend this Plan at any time in such respects as the Board
may deem advisable; provided, that to the extent necessary and desirable to comply with Applicable Laws, or stock exchange rules, the Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required.
ARTICLE 11
GENERAL PROVISIONS
Section 11.1
No Ri
g
hts to Awards
. No Participant, employee, or other person shall have any claim to be granted any
Award pursuant to the Plan, and neither the Company nor the Committee is obligated to treat Participants, employees, and other persons uniformly.
Section 11.2
No Shareholders Ri
g
hts
. No Award gives the Participant any of the rights of a shareholder of the Company
unless and until Shares are in fact issued to such person in connection with such Award.
Section 11.3
Taxes
. No Shares
shall be issued, transferred or delivered under the Plan to any Participant until such Participant has made arrangements acceptable to the Committee for the satisfaction of any income and employment tax withholding obligations under Applicable Laws.
The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy all applicable taxes (including the Participant’s payroll tax
obligations) required or permitted by Applicable Laws to be withheld with respect to any taxable event concerning a Participant arising as a result of this Plan. The Committee may in its discretion and in satisfaction of the foregoing requirement
allow a Participant to elect to have the Company withhold Shares otherwise issuable under an Award (or, subject to all Applicable Laws, allow the return of Shares) having a Fair Market Value equal to the sums required to be withheld. Notwithstanding
any other provision of the Plan, the number of Shares which may be withheld with respect to the issuance, vesting, exercise or payment of any Award (or which may be repurchased from the Participant of such Award after such Shares were acquired by
the Participant from the Company) in order to satisfy all of the Participant’s income and payroll tax liabilities with respect to the issuance, vesting, exercise or payment of the Award shall, unless specifically approved by the Committee, be
limited to the number of Shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the statutory income and payroll tax withholding rates that are applicable to such
supplemental taxable income under Applicable Laws.
Section 11.4
No Ri
g
ht to Employment or Services
. Nothing in
the Plan or any Award Agreement shall interfere with or limit in any way the right of the Service Recipient to terminate any Participant’s employment or services at any time, nor confer upon any Participant any right to continue in the
employment or service of any Service Recipient.
14
Section 11.5
Effect of Plan Upon Other Compensation Plans
. The adoption of
the Plan shall not affect any other compensation or incentive plans in effect for any Service Recipient. Nothing in the Plan shall be construed to limit the right of any Service Recipient: (a) to establish any other forms of incentives or
compensation for Employees, members of the Board or Consultants, or (b) to grant or assume options or other rights or awards otherwise than under the Plan in connection with any proper corporate purpose including without limitation, the grant
or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, partnership, limited liability company, firm or association.
Section 11.6
Unfunded Status of Awards
. The Plan is intended to be an “unfunded” plan for incentive
compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights that are greater than those of a general creditor of the
Company or any Subsidiary.
Section 11.7
Indemnification
. To the extent allowable pursuant to Applicable Laws, each
member of the Committee or of the Board shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim,
action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of
judgment in such action, suit, or proceeding against him or her;
provided
that he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own
behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s memorandum and articles of association, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them harmless.
Section 11.8
Relationship to
Other Benefits
. No payment pursuant to the Plan shall be taken into account in determining any benefits pursuant to any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary
except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.
Section 11.9
Expenses
. The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.
Section 11.10
Titles and Headin
gs. The titles and headings of the Sections in the Plan are for convenience of reference only
and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.
Section 11.11
Fractional Shares
. No fractional Share shall be issued and the Committee shall determine, in its discretion,
whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding down.
Section 11.12
Government and Other Re
g
ulations
. The obligation of the Company to make payment of awards in Shares or
otherwise shall be subject to all Applicable Laws and to such approvals by government agencies as may be required. The Company shall be under no obligation to register any of the Shares paid pursuant to the Plan under the Securities Act or any other
similar law in any applicable jurisdiction. If the Shares paid pursuant to the Plan may in certain circumstances be exempt from registration pursuant to the Securities Act or other Applicable Laws, the Company may restrict the transfer of such
Shares in such manner as it deems advisable to ensure the availability of any such exemption.
15
Section 11.13
Governing Law
. The Plan and all Award Agreements shall be
construed in accordance with and governed by the laws of the Hong Kong Special Administrative Region. Any dispute, controversy, difference or claim arising out of or relating to this Plan, or any dispute regarding
non-contractual
obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC
Administered Arbitration Rules in force when the Notice of Arbitration is submitted.
Section 11.14
Section 409A of the
Code
. The Plan is intended to comply with or be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. To the extent that any Award is subject to
Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal
Revenue Service with respect thereto. Notwithstanding anything herein to the contrary, any provision in the Plan that is inconsistent with Section 409A of the Code shall be deemed to be amended to comply with Section 409A of the Code and
to the extent such provision cannot be amended to comply therewith, such provision shall be null and void. The Company shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with,
Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee or the Company and, in the event that any amount or benefit under the Plan becomes subject to penalties under Section 409A of the Code,
responsibility for payment of such penalties shall rest solely with the affected Participants and not with the Company. Notwithstanding any contrary provision in the Plan or Award Agreement, any payment(s) of “nonqualified deferred
compensation” (within the meaning of Section 409A of the Code) that are otherwise required to be made under the Plan to a “specified employee” (as defined under Section 409A of the Code) as a result of such
employee’s separation from service (other than a payment that is not subject to Section 409A of the Code) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the
specified employee) and shall instead be paid (in a manner set forth in the Award Agreement) upon expiration of such delay period.
Section 11.15
Appendices
. The Committee may approve such supplements, amendments or appendices to the Plan as it may
consider necessary or appropriate for purposes of compliance with Applicable Laws or otherwise and such supplements, amendments or appendices shall be considered a part of the Plan, including but not limited to entrusting a local Affiliate with
matters related to foreign exchange registration, bank account opening, share transfers and remittances for the Plan; provided, however, that no such supplements shall increase the share limitations contained in Section 3.1 of the Plan without
the approval of the Board.
Section 11.16
Disputes
. Any dispute arising in connection with this Plan (whether as to the
number of Shares the subject of an Option, the amount of the exercise price or otherwise) may be determined by the Board or the Committee, the decision of which shall be final and binding on all parties who may be affected thereby.
16
Section 11.17
Successor and Assigns
. The Plan shall be binding on all
successors and permitted assigns of a Participant, including, without limitation, the estate of such Participant and the executor, administrator or trustee of such estate.
Section 11.18
Severability of Provisions
. If any provision of the Plan shall be held invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.
Section 11.19
Headings and Captions
. The headings and captions herein are provided for reference and convenience only, shall
not be considered part of the Plan, and shall not be employed in the construction of the Plan.
Section 11.20
Share-Based
Awards in Substitution for Options or Awards Granted by Other Company
. Notwithstanding anything in this Plan to the contrary:
(a) Awards may be granted under this Plan in substitution for or in conversion of, or in connection with an assumption of, options,
share appreciation rights, restricted shares, restricted share units or other share-based awards held by awardees of an entity engaging in a corporate acquisition or merger transaction with the Company or any Subsidiary. Any conversion, substitution
or assumption will be effective as of the close of the merger or acquisition, and, to the extent applicable, will be conducted in a manner that complies with Section 409A of the Code. The awards so granted may reflect the original terms of the
awards being assumed or substituted or converted for and need not comply with other specific terms of this Plan, and may account for Shares substituted for the securities covered by the original awards and the number of shares subject to the
original awards, as well as any exercise or purchase prices applicable to the original awards, adjusted to account for differences in share prices in connection with the transaction.
(b) In the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary merges has shares
available under a
pre-existing
plan previously approved by shareholders and not adopted in contemplation of such acquisition or merger, the shares available for grant pursuant to the terms of such plan (as
adjusted, to the extent appropriate, to reflect such acquisition or merger) may be used for awards made after such acquisition or merger under the Plan; provided, however, that awards using such available shares may not be made after the date awards
or grants could have been made under the terms of the
pre-existing
plan absent the acquisition or merger, and may only be made to individuals who were not employees or directors of the Company or any
Subsidiary prior to such acquisition or merger.
(c) Any Shares that are issued or transferred by, or that is subject to any awards
that are granted by, or become obligations of, the Company under Sections 11.20(a) or 11.20(b) above will not reduce the Shares available for issuance or transfer under the Plan or otherwise count against the limits contained in Section 3.1 of
the Plan. In addition, no Shares that are issued or transferred by, or that is subject to any awards that are granted by, or become obligations of, the Company under Sections 11.20(a) or 11.20(b) above will be added to the aggregate plan limit
contained in Section 3.1 of the Plan.
17
Section 11.21
Clawback
/Recovery
. All Awards granted under the Plan
will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as
is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines
necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired Shares or other cash or property upon the occurrence of Cause. No recovery of compensation under such a clawback policy will be an event
giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company or any of its Affiliates.
18

----- d56487dex104.htm -----
EX-10.4
10
d56487dex104.htm
EX-10.4
EX-10.4
Exhibit 10.4
“[*****]” DENOTES PLACES WHERE CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) IS THE TYPE
THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT (collectively with the appendices hereto, this “
Agreement
”) is made as of 26 August, 2026 between OPay
Limited, an exempted company incorporated under the laws of the Cayman Islands (the “
Company
”), and Stanbic Africa Holdings Limited, a company incorporated under the laws of England and Wales (the “
Investor
”).
WHEREAS
, the Company desires to issue and allot to the Investor, and the Investor desires to subscribe from the Company, the Shares (as defined
below) for cash in a private placement exempt from registration under the U.S. Securities Act of 1933, as amended (the “
Securities Act
”) in reliance on Regulation S thereunder (the “
Investment
”), conditional
upon and immediately after the consummation of the Company’s proposed initial public offering (the “
Proposed
IPO
”), on the terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
SECTION 1
SUBSCRIPTION
AND ISSUANCE OF SHARES
1.1
Subscription and Issuance.
Subject to the terms and conditions of this Agreement, at the Closing, the
Investor agrees to subscribe for, and the Company agrees to allot and issue to the Investor,
such number of Ordinary Shares (the “
Shares
”) as is equal to the Subscription Price divided by the Per Share Purchase Price
(as defined below), rounded down to the nearest whole Ordinary Share.
“
ADS
” means an American
depositary share of the Company, each representing a number of Ordinary Shares as shall be determined by the Company’s Board of Directors, to be offered in the Proposed IPO.
“
Ordinary Share
” means ordinary shares of the Company, with par value of US$ 0.000004 each.
“
Per Share Purchase Price
” means an amount equal to the final public offering price per ADS in the Proposed IPO divided by
the number of Ordinary Shares represented by one ADS.
“
Prevailing Exchange Rate
” means the prevailing daily spot rate
for US$ to ZAR on the date of pricing of the Proposed IPO available on the Standard Bank Group’s website at the URL
https://ws15.standardbank.co.za/research/rates_daily.html
.
“
Regulatory Capital Cap
” means the US$ amount, converted at the Prevailing Exchange Rate, equal to 0.98% of the Total
Regulatory Capital of the Investor, taken together with its affiliates, as determined in accordance with the applicable prudential requirements.
“
Standard Bank Group
” means Standard Bank Group Limited, a company incorporated in the Republic of South Africa under
registration number 1969/017128/06, with its registered offices at 5 Simmonds Street, Johannesburg, 2001, South Africa, being the direct holding company of the Investor.
“
Total
Post-IPO
Shares
” means the
total number of issued Ordinary Shares of the Company immediately following closing of the Proposed IPO and Closing but before any exercise of any over-allotment option under the underwriting agreement for the Proposed IPO.
“
Total Regulatory Capital
” means the qualifying regulatory capital excluding unappropriated profit, set out in the Standard
Bank Group interim financial results for the six months ended 30 June 2026, or as set out in its latest available subsequently published quarterly Pillar 3 report or annual or interim results at the date of the underwriting agreement for the
Proposed IPO.
“
Subscription Price
” means the lowest of:
(i)
US$200,000,000;
(ii)
the Regulatory Capital Cap; and
(iii)
an amount equivalent to 4.99% of the Total
Post-IPO
Shares multiplied
by the Per Share Purchase Price,
provided that the Subscription Price shall be rounded down to an amount equal to the
number of Shares (after the rounding down described above) multiplied by the Per Share Purchase Price, and the Investor shall pay only such reduced amount.
1.2
Closing.
The closing of the subscription and issuance of the Shares (the “
Closing
”)
shall occur remotely and shall take place substantially concurrently with or as soon as practicable after the closing of the Proposed IPO and shall be subject to the satisfaction or waiver of the conditions in Sections 4 and 5.
1.3
Delivery.
At the Closing, the Investor shall pay the Subscription Price by wire transfer of immediately
available funds in U.S. dollars to the account designated by the Company. The Shares shall be uncertificated and shall be registered in the name of the Investor on the books of the Company by the Company’s principal share registrar.
SECTION 2
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
The Company represents, warrants and covenants to the Investor, as of the date hereof and as of the Closing, that:
2.1
Organization; Authorization.
The Company is duly incorporated, validly existing and in good standing
under the laws of its jurisdiction of incorporation, with requisite corporate power to own its material properties and assets as currently owned and to conduct its business as currently conducted, except where failure to have such power would not
reasonably be expected to result, either individually or in the aggregate, in a material adverse effect on the Company. The Company has all requisite corporate power and authority to execute, deliver and perform this Agreement, which constitutes its
valid, legal and binding obligation, enforceable in accordance with its terms, subject to bankruptcy, insolvency and similar laws relating to or affecting creditors’ rights generally and general equitable principles. The execution and
performance of this Agreement will be and have been duly authorized by all requisite corporate actions on the part of the Company prior to the Closing, including the approval of its shareholders (to the extent required) and its board of directors.
2.2
Valid Issuance.
The Shares, when issued and delivered against payment in accordance with this Agreement,
will be duly authorized, validly issued, fully paid and
non-assessable,
and the Investor will acquire good and marketable title, free and clear of all liens, preemptive rights and similar encumbrances (other
than restrictions under applicable securities laws, this Agreement or the Company’s constitutional documents, or restrictions on transfer under the
Lock-Up
Agreement (as defined below), or any liens,
encumbrances or restrictions on transfer that are created or imposed by the Investor).
2.3
No Conflicts.
The execution, delivery and performance of this Agreement and the consummation by the
Company of the transactions contemplated hereby do not (i) result in a violation of the Company’s memorandum and articles of association as in effect on the date hereof, (ii) conflict with, or constitute a default under any material
agreement or instrument to which the Company is a party, (iii) violate any applicable law, statute, rule or regulation to which the Company is subject or (iv) violate any agreement, order, judgment or decree to which the Company is
subject. Other than any SEC, state securities or Cayman Islands filings which may be required to be made by the Company subsequent to the closing of the IPO, and any registration statement which may be filed pursuant thereto, and other than the
Regulatory Approvals (as defined below), the Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or
self-regulatory entity in order for it to perform any of its obligations under this Agreement or issue the Shares in accordance with the terms hereof, except for those that would not, individually or in the aggregate, reasonably be expected to
result in a material adverse effect on the Company, taken as a whole or the Investment.
2.4
Registration Statement.
The description of the share capital of the Company in the registration
statement to be filed by the Company with the U.S. Securities and Exchange Commission (the “
SEC
”) in respect of the Proposed IPO (as amended from time to time, the “
Registration Statement
”) under
“Description of Share Capital” is accurate in all material respects, and the capitalization table thereunder is accurate in all material respects as of the date indicated. The Registration Statement, as of its effective date, as amended
or supplemented, will not contain any untrue statement of a material fact or omit to state a material fact required to make the statements therein, in light of the circumstances under which they were made, not misleading.
2.5
Private Placement.
Assuming the accuracy of the Investor’s representations in Section 3, the
offer and sale of the Shares are exempt from the registration requirements of the Securities Act in reliance on Regulation S thereunder. The Shares are being offered and sold solely pursuant to this Agreement in a transaction separate and distinct
from the Proposed IPO. The Company has not treated, recorded, allocated or reported, and will not treat, record, allocate or report, the Investor’s subscription for the Shares as an order in the Proposed IPO or include such subscription in the
Proposed IPO order book, and has not instructed or authorized, and will not instruct or authorize, any Underwriter to do so. Neither the Company, any of its affiliates, any distributor, nor any person acting on behalf of any of the foregoing in
connection with the offer and sale of the Shares has engaged or will engage in any directed selling efforts in the United States, or any general solicitation or general advertising, with respect to the Shares. Communications relating to the offer
and sale of the Shares have not been and will not be directed to any U.S. person or into the United States and have not included or relied upon any material
non-public
information concerning the Company, the
Proposed IPO or the securities offered in the Proposed IPO. None of the underwriters of the Proposed IPO (collectively, the “
Underwriters
”) or any person acting on behalf of any Underwriter has solicited the Investor’s
subscription under this Agreement as part of the Proposed IPO bookbuilding process, or treated, recorded, allocated or reported such subscription as an order in the Proposed IPO or included such subscription in the Proposed IPO order book. The
Company has informed, or prior to the launch of the Proposed IPO will inform, the Underwriters that the Investor’s subscription under this Agreement constitutes a separate private placement and is not to be included in the Proposed IPO order
book. The Company shall maintain records reasonably sufficient to evidence the separate conduct of the subscription and issuance of the Shares and the Proposed IPO and compliance with the applicable requirements of Regulation S and Rule 152 under
the Securities Act.
2.6
Brokers.
No broker, finder or investment banker is entitled to any fee from the Company in
connection with the sale of the Shares hereunder, and no underwriting discounts or commissions are payable in respect of the Shares.
SECTION 3
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR
The Investor represents, warrants, and covenants to the Company, as of the date hereof and as of the Closing, that:
3.1
Organization; Authorization.
The Investor is duly organized and validly existing under the laws of its
jurisdiction of organization, has all requisite corporate power and authority to execute, deliver and perform this Agreement, which constitutes its valid, legal and binding obligation, enforceable in accordance with its terms, subject to bankruptcy,
insolvency and similar laws relating to or affecting creditors’ rights generally and general equitable principles. The execution and performance of this Agreement have been duly authorized by all requisite corporate action on the part of the
Investor, including the approval of its board of directors.
3.2
Regulation S.
The Investor is not a “U.S. person,” and is not a “distributor,”
as each such term is defined in Regulation S under the Securities Act. At the time the Shares were offered to the Investor, at the time the Investor’s offer to subscribe for the Shares was made, and at the time the Investor executes this
Agreement, the Investor (and any person acting on its behalf in connection therewith) was, and at the time of the Closing will be, located outside the United States. The Investor is acquiring the Shares in an “offshore transaction” (as
defined in Regulation S) in reliance on Regulation S, for its own account and not for the account or benefit of any U.S. person, and was not offered the Shares in, and did not execute this Agreement in, the United States. The Investor does not have
any direct or indirect arrangement, or understanding with any other persons to distribute, or regarding the distribution of the Shares in violation of the Securities Act or any other applicable state securities law. The Investor’s subscription
for the Shares constitutes a separate investment pursuant to this Agreement and is not an order in the Proposed IPO. The Investor has not submitted, characterized or requested that its subscription for the Shares be treated as an order in the
Proposed IPO or included in the Proposed IPO order book.
3.3
Acquisition Entirely for Own Account.
The Investor is acquiring the Shares for its own account for
investment, not as a nominee or agent, and not with a view to any distribution in violation of applicable securities laws, and that the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same,
except as permitted by applicable securities laws. By executing this Agreement, the Investor further represents that the Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant
participation rights to such person or to any third person, with respect to any of the Shares to be received by the Investor, provided that nothing in this Section 3.3 shall restrict or be construed to restrict the deposit of the Shares into
the Company’s ADS facility in accordance with Section 6.8.
3.4
No General Solicitation;
Pre-Existing
Relationship.
The Investor
was not offered the Shares by means of any general solicitation, general advertising or directed selling efforts, and its decision to subscribe for the Shares resulted from its
pre-existing
relationship with
the Company and not from any solicitation in connection with the Proposed IPO.
3.5
Access to Information;
Non-Reliance.
The Investor has had the
opportunity to ask questions of and receive answers from the Company, has conducted its own independent investigation, and in making its investment decision has relied solely upon such investigation. The Investor has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and risks of the investment and is able to bear the economic risk thereof, including a complete loss.
3.6
Legends.
The Investor consents to the Regulation S legend and
lock-up
legend set forth below and any other legend required by applicable securities laws, the Company’s transfer agent or the depositary:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER
THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTOR SHOULD BE AWARE THAT IT MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON PURSUANT TO REGULATION S
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). PRIOR TO THE EXPIRATION OF THE APPLICABLE DISTRIBUTION COMPLIANCE PERIOD (IF ANY, AS DETERMINED IN ACCORDANCE WITH REGULATION S), THESE SECURITIES MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, EXCEPT PURSUANT TO REGISTRATION UNDER THE ACT OR AN AVAILABLE EXEMPTION THEREFROM. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES
MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.
THE SHARES REPRESENTED HEREBY ARE SUBJECT TO A
LOCK-UP
AGREEMENT EXECUTED BY THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. AS A RESULT OF SUCH AGREEMENT, THESE SHARES MAY NOT BE TRADED FOR A
PERIOD OF TIME AFTER THE DATE OF THE UNDERWRITING AGREEMENT EXECUTED IN CONNECTION WITH THE INITIAL PUBLIC OFFERING OF THE ISSUER. SUCH RESTRICTION IS BINDING ON TRANSFEREES OF THESE SHARES.
3.7
Lock-Up.
The Investor shall, prior to the first public filing of
the Registration Statement, execute and deliver to the Company a
lock-up
agreement in the agreed form, conditional upon closing of the Proposed IPO, containing customary carve-outs in the form reasonably
required by the Company in connection with the Proposed IPO (the “
Lock-Up
Agreement
”). Any waiver or early release of the restrictions under the
Lock-Up
Agreement shall require the prior written consent of the Company.
3.8
Resale Restrictions.
The Investor understands that the Shares have not been registered under the
Securities Act and that any offer, sale, pledge, transfer or deposit of the Shares must be made in compliance with Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from registration, and subject
to the
Lock-Up
Agreement, any other applicable contractual transfer restrictions and applicable securities laws. Nothing in this Agreement shall be construed as a representation that the Shares may be
transferred or deposited into the Company’s ADS facility upon expiration of any distribution compliance period or contractual
lock-up
unless all applicable requirements under the Securities Act and other
applicable laws have been satisfied.
3.9
Sufficient Funds.
The Investor has sufficient immediately available funds in U.S. dollars to pay the
Subscription Price, and its payment of the Subscription Price is not subject to any financing condition.
3.10
No Brokers.
The Investor has not incurred, and will not incur in connection with the issuance of the
Shares, any brokerage or finders’ fees, or agents’ commissions or similar liabilities.
SECTION 4
CONDITIONS TO THE INVESTOR’S OBLIGATIONS
The obligation of the Investor to subscribe for the Shares at the Closing is subject to the fulfillment (or waiver by the Investor) of each of the following:
a)
the representations and warranties of the Company in Section 2 shall be true and correct in all material
respects as of the Closing;
b)
the Company shall have performed and complied in all material respects with all agreements, obligations and
conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing and shall have obtained all approvals, consents and qualifications necessary to complete the subscription and issuance described
herein;
c)
the Registration Statement shall have been declared effective by the SEC, the Underwriters in the Proposed IPO
shall have purchased the Firm Shares (as defined in the underwriting agreement executed in connection with the Proposed IPO) at the public offering price in the Proposed IPO (less any underwriting discounts or commissions and customary expenses, if
applicable);
d)
the closing of the Proposed IPO shall have occurred;
e)
all necessary authorizations, approvals, or permits, if any, of any governmental authority or regulatory body
that are required in connection with the lawful issuance of the Shares pursuant to this Agreement (collectively, the “
Regulatory Approvals
”) shall be duly obtained and remain in full force and effect, other than the filings
pursuant to the rules and regulations promulgated under the Securities Act; and
f)
no statute, rule, regulation, injunction or order of any governmental authority shall be in effect that
prohibits the consummation of the transactions contemplated hereby.
SECTION 5
CONDITIONS TO THE COMPANY’S OBLIGATIONS
The obligation of the Company to issue and sell the Shares at the Closing is subject to the fulfillment (or waiver by the Company) of each of the following:
(a)
the representations and warranties of the Investor in Section 3 shall be true and correct in all material
respects as of the Closing;
(b)
the Investor shall have executed and delivered the
Lock-Up
Agreement
pursuant to Section 3.7;
(c)
the Regulatory Approvals shall be duly obtained and remain in full force and effect, other than the filings
pursuant to the rules and regulations promulgated under the Securities Act;
(d)
all corporate and shareholder approvals of the Company necessary to authorize the execution and performance of
this Agreement and the issuance of the Shares shall have been obtained and remain in full force and effect;
(e)
the closing of the Proposed IPO shall have occurred; and
(f)
no statute, rule, regulation, injunction or order of any governmental authority shall be in effect that
prohibits the consummation of the transactions contemplated hereby.
SECTION 6
COVENANTS
6.1
Board of Directors
. For so long as the Investor, together with any of its affiliates holds in aggregate
of at least
two-point
five percent (2.5%) of the Company’s issued share capital, the Company shall procure that one (1) person nominated by the Investor is appointed to the board of directors of the
Company (the “
Investor Director
”). Notwithstanding the foregoing, the Investor may, by written notice to the Company given at any time after the earlier of (i) the first anniversary of the Closing of the Proposed IPO, and
(ii) the date on which the restrictions under the
Lock-Up
Agreement are waived or released in full (a “
Renunciation Notice
”), irrevocably renounce its right to nominate a director
pursuant to this Section 6.1. Upon delivery of a Renunciation Notice: (i) the Investor’s right to nominate an Investor Director shall permanently and irrevocably cease, regardless of whether the Investor (together with its
affiliates) continues to hold
two-point
five percent (2.5%) or more of the Company’s issued share capital, and the Investor shall not be entitled to
re-exercise
such right at any time thereafter; (ii) all obligations of the Company under this Section 6.1 relating to the nomination, appointment, election and continued service of an Investor Director shall immediately cease; and (iii) if an
Investor Director is then serving on the board of directors of the Company, the Investor shall procure the resignation of such Investor Director (by delivery of a written notice of resignation to the Company in accordance with Article 103(c) of the
memorandum and articles of association of the Company) within fifteen (15) Business Days of the date of the Renunciation Notice.
The nomination, appointment, election and continued service of the Investor Director shall
be subject in all respects to (i) applicable law and the rules and requirements of the New York Stock Exchange and any other applicable governmental, regulatory or self-regulatory authority, (ii) the memorandum and articles of association
of the Company (which shall take effect at closing of the Proposed IPO in the form appended to this Agreement, without prejudice to any future amendments by the Company thereafter), (iii) the fiduciary duties of the board of directors and any
applicable committee thereof, and (iv) the board of directors’ or applicable committee’s determination, following reasonable review, that the nominee satisfies the qualifications, eligibility, integrity, experience and other
criteria generally applicable to directors of the Company. Subject to the foregoing, the Company shall use reasonable best efforts to cause the Investor Director to be appointed to the board of directors or nominated and recommended for election by
the Company’s shareholders, as applicable, as soon as possible and in any event within five Business Days of receiving notice of nomination from the Investor. If a nominee is not deemed on reasonable grounds to satisfy the criteria specified
in (iv) above, the Investor may nominate an alternative person for consideration in accordance with this Section, and any such right to nominate an alternative person shall continue until a nominee proposed by the Investor has been approved and
appointed as a director of the Company.
For the avoidance of doubt, the nomination or appointment of an Investor Director shall not
constitute or imply a determination that such person is an “independent director” under applicable New York Stock Exchange rules or is independent or otherwise eligible to serve on the audit committee under Rule
10A-3
under the U.S. Securities Exchange Act of 1934, as amended. Membership on any committee of the board of directors shall remain subject to the determination of the board of directors and the applicable
committee, in each case in accordance with applicable law and listing requirements.
The Investor shall, and shall cause each nominee to,
promptly provide all information, questionnaires, consents and other documentation reasonably requested by the Company, the Underwriters or their respective counsel in connection with the Company’s due diligence, corporate approvals, the
Proposed IPO and any related SEC or New York Stock Exchange filing or disclosure.
6.2
Compliance with Regulation S.
The Investor agrees that it shall not offer, sell, pledge or otherwise
transfer any of the Shares within the United States or to, or for the account or benefit of, any U.S. person (as defined in Regulation S), or engage in any hedging transaction with respect to the Shares, during the distribution compliance period
following the Closing (if any, as determined in accordance with Regulation S), except pursuant to an effective registration statement under the Securities Act or an available exemption from the registration requirements thereof and in accordance
with all applicable securities laws. The Investor further agrees that any transfer of the Shares will be made only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an available
exemption therefrom, and that the Company may refuse to register any transfer of the Shares not made in accordance with the foregoing.
6.3
Removal of Restrictive Legends.
Following (i) the expiration or waiver of the applicable
lock-up
period under the
Lock-Up
Agreement and any other applicable contractual transfer restriction and (ii) the expiration of the applicable distribution compliance
period, if any, as determined in accordance with Regulation S, and subject to compliance with applicable securities laws, the Company shall, upon the Investor’s request, cause the applicable legends to be removed and the Shares to be held in
unrestricted book-entry form, but only to the extent that the Company, its transfer agent and, if applicable, the depositary are reasonably satisfied that such legends are no longer required under the Securities Act or other applicable law, subject
to delivery by the Investor of such customary documentation (including, if reasonably required by the Company’s transfer agent, registrar or depositary, an opinion of counsel) as may be reasonably requested and, if applicable, satisfaction of
the depositary’s customary requirements for the deposit of the Shares into the ADS facility.
6.4
Regulatory Approvals
. The Investor shall use its best efforts to obtain, as promptly as practicable and
in any event prior to the date specified for closing of the Proposed IPO in the Registration Statement, all Regulatory Approvals required on its part in connection with its subscription for and payment for the Shares, shall keep the Company
reasonably informed of the status thereof, and shall notify the Company promptly upon obtaining any such Regulatory Approval or upon becoming aware of any material impediment to obtaining the same. The Company shall use its best efforts to obtain,
as promptly as practicable and in any event prior to the date specified for closing of the Proposed IPO in the Registration Statement, all Regulatory Approvals required on its part in connection with its sale of, and allotment of the Shares, shall
keep the Investor reasonably informed of the status thereof, and shall notify the Investor promptly upon obtaining any such Regulatory Approval or upon becoming aware of any material impediment to obtaining the same. Each party shall bear its own
costs in connection with the Regulatory Approvals applicable to it.
6.5
Corporate Approvals.
The Company shall use its best efforts to obtain, as promptly as practicable and in
any event prior to the date specified for closing of the Proposed IPO in the Registration Statement, all corporate and shareholder approvals required on its part in connection with the execution and performance of this agreement and the issuance of
the Shares and shall keep the Investor reasonably informed of the status thereof, and shall notify the Investor promptly upon obtaining any such approvals or upon becoming aware of any material impediment to obtaining the same.
6.6
Underwriters.
The Investor acknowledges and agrees that the Company may disclose the existence and terms
of this Agreement and the private placement contemplated hereby to the representatives of the Underwriters and their counsel, and that the Company will inform the representatives of the Underwriters that the Investor’s subscription for the
Shares constitutes a separate private placement that is not part of, and is not to be included in the order book for, the Proposed IPO.
6.7
Disclosure.
Subject to the following paragraph, the Investor acknowledges and agrees that the Company
may (i) disclose the existence and terms of this Agreement, the identity of the Investor, the number and class of the Shares, the Subscription Price and the other material terms of the transactions contemplated hereby in the Registration
Statement, any prospectus relating to the Proposed IPO and any filing, submission or communication with the SEC, the New York Stock Exchange or any other governmental, regulatory or self-regulatory authority, and (ii) file this Agreement and
any amendment hereto as an exhibit to the Registration Statement or any other applicable filing, in each case to the extent required by applicable law or the rules of the SEC or the New York Stock Exchange, or as reasonably determined by counsel to
the Company to be necessary in connection with the Registration Statement. The Company may also disclose such information to the Underwriters and the respective legal, accounting and other professional advisers of the Company and the Underwriters.
To the extent reasonably practicable and legally permissible, the Company shall provide the
Investor with a reasonable opportunity to review and comment on any proposed public disclosure specifically concerning the Investor or the transactions contemplated hereby prior to it being made public and shall consider in good faith any comments
timely provided by the Investor. The Company represents that the description of the Investor, as of the applicable effective date, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading. The Investor shall promptly provide such information concerning itself and its affiliates as the Company, the Underwriters or their respective counsel may reasonably request in connection
with the Proposed IPO or any related filing or disclosure.
6.8
No Deposit into ADS Facility.
During the applicable distribution compliance period (if any, as
determined in accordance with Regulation S) following the Closing, and at any other time when such deposit would not be permitted under the Securities Act or other applicable law, the Investor shall not deposit, or cause or permit to be deposited,
any of the Shares into the Company’s American depositary share facility or any unrestricted depositary receipt program, and the Investor consents to the Company instructing the depositary and the transfer agent to refuse any such deposit
during such period or at such time.
6.9
R
egistration Rights
. Certain registration rights shall be granted to the Investor with respect to
the Shares in accordance with the terms in Appendix I hereto.
SECTION 7
MISCELLANEOUS
7.1
Termination
. This Agreement shall terminate upon the earliest of: (a) the mutual written consent of
the parties; (b) the withdrawal by the Company of the Registration Statement; and (c) the date falling one hundred and eighty (180) days after the date of this Agreement (the “
Long Stop Date
”), if the Closing has
not occurred on or prior to such date, upon written notice given by either party to the other party, provided that a party shall not be entitled to terminate under this paragraph (c) if the failure of the Closing to occur on or before the Long
Stop Date is attributable to that party’s breach of, or failure to perform, any of its obligations under this Agreement (including its obligations in respect of the Regulatory Approvals under Section 6.4). This Section 7 shall
survive termination.
7.2
Survival.
The representations, warranties and covenants shall survive the Closing, except in respect of
those matters then already performed and shall not be affected by any investigation made by or on behalf of any party.
7.3
Publicity.
Neither party nor any of its respective representatives shall, without the prior written
consent of the other, issue any press release or make any public statement (including on any website or social media) using the other party’s name, logo or trademarks or disclosing the existence or terms of this Agreement, except
(a) disclosure in the Registration Statement, the prospectus and other filings in connection with the Proposed IPO in accordance with Section 6.7, and (b) disclosure required by applicable law, regulation or stock exchange rule,
provided that the disclosing party shall, to the extent legally permissible, give the other party reasonable prior notice of and opportunity to comment on such disclosure.
7.4
Governing Law; Dispute Resolution.
This Agreement, and any dispute or claim (including any
non-contractual
dispute or claim) arising out of or in connection with it, its subject matter or formation, shall be governed by and construed in accordance with the laws of England and Wales, without regard to
conflicts of law principles. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Arbitration
Rules of the London Court of International Arbitration (the “
LCIA Rules
”), which Rules are deemed to be incorporated by reference into this clause. The seat, or legal place, of arbitration shall be London, England; the number of
arbitrators shall be three; and the language shall be English.
7.5
Specific Performance.
Without prejudice to any other rights or remedies that a party may have, the
parties acknowledge that damages may not be an adequate remedy for any breach of this Agreement and that a party may be entitled to seek the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach
of this Agreement
7.6
Assignment.
Neither party may assign this Agreement without the prior written consent of the other,
except that the Investor may assign its rights and obligations to a wholly-owned affiliate without such consent, provided that (i) no such assignment shall relieve the Investor of its obligations hereunder and (ii) the assignee is not a
U.S. person and satisfies the Investor representations in Section 3.
7.7
Notices.
All notices shall be in writing and in English, deemed given when delivered by hand,
internationally recognized courier, or email with confirmation, to the addresses as follows:
To the Company:
Attn: James Perry
Address: 30
RAFFLES PLACE,
#21-01,
BNI TOWER, SINGAPORE 048622
Phone: [*****]
Email: [*****]
To the
Investor:
Attn: Oduntan Oyetunde, Company Secretary
Address: 30 BAKER STREET, ROSEBANK, JOHANNESBURG, 2196
Phone: [*****]
Email: [*****]
7.8
Entire Agreement.
This Agreement constitutes the entire agreement between the parties with respect to
its subject matter and supersedes all prior agreements and understandings (whether oral or written), including any prior indication of interest or letter of intent between the parties relating to the subject matter of this Agreement. Each party
acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty other than as expressly set out in this Agreement, provided that nothing
in this Section shall supersede, affect or limit any right, obligation, representation or arrangement under any other written agreement between the parties or their respective affiliates. Nothing in this Section shall limit or exclude any liability
for fraud.
7.9
Amendment; Severability; Third-Party Beneficiaries.
This Agreement may be amended or waived only in
writing signed by both parties. If any provision is held invalid or unenforceable, the remaining provisions shall remain in effect. Nothing herein confers rights on any person other than the parties and their successors and permitted assigns, except
as expressly set forth in Section 3.7.
7.10
Expenses.
Each party shall bear its own expenses in connection with the preparation, execution and
delivery of this Agreement and the consummation of the issuance of the Shares.
7.11
Counterparts.
This Agreement may be executed in counterparts (including by electronic signature), each
deemed an original.
— REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK —
IN WITNESS WHEREOF
, the parties have executed this Agreement as of the date first written above.
THE COMPANY:
OPay Limited
By:
/s/ Lars Rahbaek Boilesen
Name:
Lars Rahbaek Boilesen
Title:
Director
IN WITNESS WHEREOF
, the parties have executed this Agreement as of the date first written above.
THE INVESTOR:
Stanbic Africa Holdings Limited
By:
/s/ Arno Daehnke
Name:
Arno Daehnke
Title:
Director
APPENDIX I REGISTRATION RIGHTS
1.1
Applicability of Rights
. The Investor shall be entitled to the following rights with respect to the
Proposed IPO of the Company’s Ordinary Shares in the United States.
1.2
Definitions
. For the purposes of this
Appendix I
:
(a)
Registration
. The terms “
register
”, “
registered
”, and
“
registration
” refer to a registration effected by preparing and filing a registration statement in a form which complies with, and is declared effective by the SEC (as defined below) in accordance with, the Securities Act of
1933, as amended (the “
Securities Act
”).
(b)
Registrable Securities
. The term “
Registrable Securities
” means: (i) any
Ordinary Shares issuable pursuant to this Agreement, (ii) any Ordinary Shares issued or issuable pursuant to conversion of any Preferred Shares, (iii) any Ordinary Shares issued (or issuable upon the conversion or exercise of any warrant,
right or other security which is issued) as a dividend or other distribution with respect to, or in exchange for or in replacement of, any Preferred Shares, and (iv) any other Ordinary Shares owned or hereafter acquired by the holders of
Preferred Shares. Notwithstanding the foregoing, “
Registrable Securities
” shall exclude any Registrable Securities sold in a transaction in which the transferor’s rights under this
Appendix I
or similar rights are not
validly assigned in accordance with the original agreement between the transferor and the Company with respect to such rights, and any Registrable Securities which are sold in a registered public offering under the Securities Act or analogous
statute of another jurisdiction, or sold pursuant to Rule 144 promulgated under the Securities Act or analogous rule of another jurisdiction.
(c)
Registrable Securities Then Outstanding
. The number of shares of “
Registrable Securities Then
Outstanding
” shall mean the number of Ordinary Shares that are Registrable Securities and are then issued and outstanding, issuable upon conversion of Preferred Shares then issued and outstanding, or issuable upon conversion or exercise of
any warrant, right or other security then outstanding.
(d)
Holder
. For the purposes of this
Appendix I
, the term “
Holder
” shall mean any
person owning or having the rights to acquire Registrable Securities or any permitted assignee of record of such Registrable Securities to whom rights under this
Appendix I
or similar rights have been duly assigned in accordance with the
original agreement between the assignor and the Company with respect to such rights.
(e)
Form
F-3
. The term “
Form
F-3
” shall mean such form under the Securities Act as is in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or
incorporation of substantial information by reference to other documents filed by the Company with the SEC.
(f)
SEC
. The term “
SEC
” or “
Commission
” shall mean the U.S. Securities
and Exchange Commission.
(g)
Registration Expenses
. The term “
Registration Expenses
” shall mean all expenses
incurred by the Company in complying with
Sections 1.3
,
1.4
and
1.5
hereof, including, without limitation, all registration and filing fees, printing expenses, fees, and disbursements of counsel for the Company, reasonable fees
and disbursements of counsel for the Holders, “blue sky” fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which
shall be paid in any event by the Company).
(h)
Selling Expenses
. The term “
Selling Expenses
” shall mean all underwriting discounts
and selling commissions applicable to the sale of Registrable Securities pursuant to
Sections 1.3
,
1.4
and
1.5
hereof.
(i)
Exchange Act
. The term “
Exchange Act
” shall mean the Securities Exchange Act of 1934,
as amended, and any successor statute.
(j)
For the purposes of this Agreement, reference to registration of securities under the Securities Act and the
Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders. For the avoidance of doubt, in each such case all references in this Agreement to the Securities Act, the
Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. Law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and
Laws of and equivalent government authority in the applicable
non-U.S.
jurisdiction.
(k)
Terms used in this
Appendix I
that are capitalized but undefined shall have the meaning ascribed thereto
in the Sixth Amended and Restated Shareholders Agreement entered into by and between the Company and certain then existing shareholders of the Company, or in the Company’s memorandum and articles of association or bylaws (as the same may be
amended from time to time), as applicable.
1.3
Demand Registration
.
(a)
Request by Holders
. If the Company shall, at any time or from time to time after the date that is twelve
(12) months following the taking effect of a registration statement for the Proposed IPO,
receive a written request from the Holders of at least thirty percent (30%) of the Registrable Securities Then Outstanding that the Company file a
registration statement under the Securities Act covering the registration of at least twenty percent (20%) of the then outstanding Registrable Securities, then the Company shall, within ten (10) Business Days of the receipt of such written
request, give written notice of such request (the “
Request Notice
”) to all Holders, including the Investor, and use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable
Securities that the Investor requests to be registered and included in such registration by written notice given by the Investor to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this
Section
1.3
;
provided that
the Company shall not be obligated to effect any such registration if the Company has, within the six (6)-month period preceding the date of such request, already effected a registration
under the Securities Act pursuant to this
Section
1.3
or
Section
1.5
or in which the Holders had an opportunity to participate pursuant to the provisions of Section
1.4
, other than a
registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of
Section
1.4(a)
.
(b)
Underwriting
. If the Holders initiating the registration request under this
Section
1.3
(the “
Initiating Holders
”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their
request made pursuant to this
Section
1.3
and the Company shall include such information in the Request Notice. In such event, the right of any Holder, including the Investor, to include its Registrable Securities in such
registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders, including the Investor, who
propose to distribute their securities through such underwriting, shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of at least a majority of the
Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this
Section
1.3
, if the underwriter(s) advise(s) the Company in writing that marketing factors
require a limitation of the number of securities to be underwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities
that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities Then Outstanding held by the
each Holder requesting registration;
provided, however
, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from
the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any
subsidiary of the Company;
provided further, that
at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If the Investor
disapproves of the terms of any such underwriting, the Investor may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration
statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.
(c)
Maximum Number of Demand Registrations
. The Company shall not be obligated to effect more than two
(2) such registrations pursuant to this
Section
1.3
.
(d)
Deferral
. Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting
registration pursuant to this
Section
1.3
, a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the
Company and its shareholders for such registration statement to be filed at such time, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating
Holders;
provided, however, that
the Company may not utilize this right more than once in any twelve (12)-month period;
provided further, that
the Company shall not register any other of its shares during such twelve (12)-month period.
A demand right shall not be deemed to have been exercised until such deferred registration shall have been effected.
1.4
Piggyback Registrations
.
(a)
The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior
to filing any registration statement under the Securities Act for the purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the
Company, but
excluding
registration statements relating to any registration under
Section
1.3
or
Section
1.5
of this Agreement or to any employee benefit plan or a corporate reorganization)
and shall afford each such Holder, including the Investor, an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration
statement all or any part of the Registrable Securities held by it shall within twenty (20) days after receipt of the
above-described
notice from the Company, so notify the Company in writing, and in such
notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed
by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its
securities, all upon the terms and conditions set forth herein.
(b)
Underwriting
. If a registration statement under which the Company gives notice under this
Section
1.4
is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities, including the Investor. In such event, the right of any such Holder’s Registrable Securities to be
included in a registration pursuant to this
Section
1.4
shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to
the extent provided herein. All Holders, including the Investor, who propose to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or
underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten,
then the managing underwriter(s) may exclude shares from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated,
first
, to the Company,
second
,
to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by such Holders,
third
, to the other
Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by each such Holder and
fourth
, to holders of other
securities of the Company;
provided, however
, that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number
of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested; and (ii) all shares that are not
Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company (or any subsidiary of the Company) shall first be excluded from such registration and
underwriting before any Registrable Securities are so excluded, unless otherwise approved by the holders of a majority of the Registrable Securities. If the Investor disapproves of the terms of any such underwriting, the Investor may elect to
withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such
underwriting shall be excluded and withdrawn from the registration.
(c)
Not Demand Registration
. Registration pursuant to this
Section
1.4
shall not
be deemed to be a demand registration as described in
Section
1.3
above. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this
Section
1.4
.
1.5
Form
F-3
or Form
S-3
Registration
. In case the Company shall receive from any Holder or Holders of at least a majority of all Registrable Securities Then Outstanding a written request or requests that the Company effect a registration on Form
F-3
or Form
S-3
(or an equivalent registration in a jurisdiction outside of the United States) and any related qualification or compliance with respect to all or a part of the
Registrable Securities owned by such Holder or Holders, then the Company will:
(a)
Notice
. Promptly give written notice of the proposed Registration and the Holder’s or
Holders’ request therefor, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b)
Registration
. As soon as practicable, effect such registration and all such qualifications and
compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the
Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty (20) days after the Company provides the notice contemplated by
Section
1.5(a)
;
provided, however, that
the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this
Section
1.5
:
(i)
if Form
F-3
or Form
S-3
is not
available for such offering by the Holders; or
(ii)
if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such
registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than US$500,000;
(iii)
if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of
the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such Form
F-3
Registration to be effected at such time, in which
event the Company shall have the right to defer the filing of the Form
F-3
registration statement no more than once during any twelve (12)-month period for a period of not more than sixty (60) days after
receipt of the request of the Holder or Holders under this
Section
1.5
;
provided that
the Company shall not register any of its other shares during such sixty
(60)-day
period.
A registration right under this
Section
1.5
shall not be deemed to have been exercised until such deferred registration shall have been effected.
(iv)
if the Company has, within the six (6)-month period preceding the date of such request, already effected one
registration under the Securities Act other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such
registration) pursuant to the provisions of
Sections 1.3(b)
and
1.4(b)
; or
(v)
in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a
general consent to service of process in effecting such registration, qualification or compliance.
(c)
Not Demand Registration
. Form
F-3
or Form
S-3
registrations shall not be deemed to be demand registrations as described in
Section
1.3
above. Except as otherwise provided herein, there shall be no more than two of such registration
requested by the Holders within twelve (12) months pursuant to this
Section
1.5
.
(d)
Underwriting
. If the Holders of Registrable Securities requesting registration under this
Section
1.5
intend to distribute the Registrable Securities covered by their request by means of an underwriting, the provisions of
Section
1.3(b)
shall apply to such registration.
1.6
Expenses
. All Registration Expenses incurred in connection with any registration pursuant to
Sections
1.3
,
1.4
or
1.5
(but excluding Selling Expenses, underwriting discounts and commissions, and fees for special counsel of the Holders participating in such registration) (not to exceed US$25,000) shall be borne by the Company. Each
Holder, including the Investor, who participates in a registration pursuant to
Sections 1.3
,
1.4
or
1.5
shall bear such Holder’s proportionate share (based on the total number of shares sold in such registration other than
for the account of the Company) of all Selling Expenses or other amounts payable to underwriter(s) or brokers, in connection with such offering by the Holders. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses
of any registration proceeding started pursuant to
Section
1.3
if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered, unless the
Holders of a majority of the Registrable Securities Then Outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to
Section
1.3
(in which case such
registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration);
provided further, however
, that if at the time of such withdrawal, the Holders have learned of a material adverse
change in the conditions, business, or prospects of the Company not known to the Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material
adverse change, then the Holders shall not be required to pay any of such expenses and such registration shall not constitute the use of a demand registration pursuant to
Section
1.3
.
1.7
Obligations of the Company
. Whenever required to effect the registration of any Registrable Securities
under this Agreement, the Company shall, as expeditiously as reasonably possible:
(a)
Registration Statement
. Prepare and file with the SEC a registration statement with respect to such
Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder (calculated on an
as-converted
basis), keep such registration statement effective for a period of up to ninety (90) days or, in the case of Registrable Securities registered under Form
F-3
in accordance with Rule 415 under the Securities Act or a successor rule, until the distribution contemplated in the registration statement has been completed;
provided, however
, that (i) such ninety
(90)-day
period shall be extended for a period of time equal to the period any Holder refrains from selling any securities included in such registration at the request of the underwriter(s), and (ii) in
the case of any registration of Registrable Securities on Form
F-3
which are intended to be offered on a continuous or delayed basis, such ninety
(90)-day
period shall
be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold.
(b)
Amendments and Supplements
. Prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration
statement.
(c)
Prospectuses
. Furnish to the Holders such number of copies of prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration.
(d)
Blue Sky
. Use its best efforts to register and qualify the securities covered by such registration
statement under such other securities laws or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders,
provided that
the Company shall not be required in connection therewith or as a condition thereto to qualify to
do business or to file a general consent to service of process in any such states or jurisdictions unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.
(e)
Underwriting
. In the event of any underwritten public offering, enter into and perform its obligations
under an underwriting agreement in usual and customary form, with the managing underwriter(s) of such offering or underwriter(s) selected for such offering.
(f)
Notification
. Notify each Holder of Registrable Securities covered by such registration statement,
including the Investor, at any time when a prospectus relating thereto is required to be delivered under the Securities Act of (i) the issuance of any stop order by the SEC in respect of such registration statement, or (ii) the happening
of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then existing, and at the request of any such Holder promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus
as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading in light of the circumstances under which they were made or such prospectus, as supplemented or amended, shall comply with the Securities Act.
(g)
Opinion and Comfort Letter
. Furnish, at the request of any Holder requesting registration of Registrable
Securities, to such Holder, on the date that such Registrable Securities are delivered to the underwriter(s) for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the
date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is
customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and (ii) letters dated as of (x) the
effective date of the registration statement covering such Registrable Securities and (y) the closing date of the offering from the independent certified public accountants of the Company, in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders
requesting registration of Registrable Securities.
1.8
Furnish Information
. It shall be a condition precedent to the obligations of the Company to take any
action pursuant to
Sections 1.3
,
1.4
or
1.5
that the selling Holders, including the Investor, shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of
disposition of such securities as shall be required to timely effect the Registration of their Registrable Securities.
1.9
Indemnification
. In the event any Registrable Securities are included in a registration statement under
Sections 1.3
,
1.4
or
1.5
:
(a)
By the Company
. To the extent permitted by applicable law and the Company’s memorandum and
articles of association or bylaws (as the same may be amended from time to time), the Company will indemnify and hold harmless each Holder, each partner, officer, director, legal counsel and any underwriter (as defined in the Securities Act) for
each such Holder, and each person, if any, who controls each such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become
subject under the Securities Act, the Exchange Act or any other United States federal or state Law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following
statements, omissions or violations (collectively a “
Violation
”):
(i)
any untrue statement or alleged untrue statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto;
(ii)
the omission or alleged omission to state in the registration statement, on the effective date thereof
(including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), a material fact required to be stated therein, or necessary to make the statements therein not misleading; or
(iii)
any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any United States
federal or state securities Law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any other United States federal or state securities Law in connection with the offering covered by such registration statement;
and the Company will reimburse each such Holder, each such partner, officer, director, legal counsel, underwriter, and
controlling person for any legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability or action;
provided, however
, that the indemnity agreement
contained in this
Section
1.9(a)
shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not
be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with
written information furnished expressly for use in connection with such registration by any such Holder or any partner, officer, director, counsel, underwriter or controlling person of such Holder.
(b)
By Selling Holders
. To the maximum extent permitted by Law, each selling Holder, including the Investor,
will, if Registrable Securities held by any Holder are included in the securities as to which such registration qualifications or compliance is being effected, severally but not jointly, indemnify and hold harmless the Company, each of its
directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration
statement or any of such other Holder’s partners, directors, officers, legal counsel or any person who controls such other selling Holder within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or
liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or any other United States federal or state Law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise
out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such selling Holder expressly for use in connection with
such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other selling Holder, or any such partner, officer, director or
controlling person of such other selling Holder, in connection with investigating or defending any such loss, claim, damage, liability or action;
provided, however
, that the indemnity agreement contained in this
Section
1.9(b)
shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the selling Holder, which consent shall not be
unreasonably withheld; and
provided further, that
in no event shall any indemnity under this
Section
1.9(b)
exceed the net proceeds received by such selling Holder in the registered offering out of which the
applicable Violation arises.
(c)
Notice
. Promptly after receipt by an indemnified party under this
Section
1.9
of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnified party under this
Section
1.9
, deliver to the
indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to
assume the defense thereof with counsel mutually satisfactory to the Parties;
provided, however, that
an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflict of interests between such indemnified party and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of liability to the indemnified party under this
Section
1.9
to the extent the indemnifying party is prejudiced as a result thereof, but the omission to so deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this
Section
1.9
.
(d)
Contribution
. In order to provide for just and equitable contribution to joint liability under the
Securities Act in any case in which either (i) any indemnified party makes a claim for indemnification pursuant to this
Section
1.9
but it is judicially determined (by the entry of a final judgment or decree by a court
of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this
Section
1.9
provides
for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any indemnified party in circumstances for which indemnification is provided under this
Section
1.9
; then,
and in each such case, the indemnified party and the indemnifying party will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that a Holder
(together with its related persons) is responsible for the portion represented by the percentage that the public offering price of its Registrable Securities offered by and sold under the registration statement bears to the public offering price of
all securities offered by and sold under such registration statement, and the Company and other selling Holders are responsible for the remaining portion. The relative fault of the indemnifying party and of the indemnified party shall be determined
by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party
and the Parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission;
provided, however, that
, in any such case: (A) no Holder will be required to contribute any amount
in excess of the net proceeds to such Holder from the sale of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within
the meaning of
Section
11(f)
of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.
(e)
Survival
. The obligations of the Company and Holders, including the Investor, under this
Section
1.9
shall survive the completion of any offering of Registrable Securities in a registration statement, regardless of the expiration of any statutes of limitation or extensions of such statutes. No indemnifying
party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
1.10
Termination of the Company’s Obligations
. The Company’s obligations under
Sections
1.3
,
1.4
and
1.5
with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to
Sections 1.3
,
1.4
or
1.5
shall terminate on the fifth (5
th
) anniversary of the closing of the Proposed IPO.
1.11
No Registration Rights to Third Parties
. Without the prior written consent of the Holders of a majority
of the Registrable Securities Then Outstanding, the Company covenants and agrees that it shall not grant, or cause or permit to be created, for the benefit of any person or entity any registration rights of any kind (whether similar to the demand,
“piggyback” or Form
F-
registration rights described in this Section 2, or otherwise) relating to any securities of the Company which are senior to, or on a parity with, those granted to the
Holders of Registrable Securities.
1.12
Rule 144 Reporting
. With a view to make available the benefits of certain rules and regulations of the
SEC which may at any time permit the sale of the Registrable Securities to the public without registration or pursuant to a registration on Form
F-3,
after such time as a public market exists for the Ordinary
Shares, the Company agrees to:
(a)
make and keep public information available, as those terms are understood and defined in Rule 144 under the
Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public;
(b)
file with the SEC in a timely manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and
(c)
so long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request
(i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the Company’s initial public offering), the Securities Act and
the Exchange Act (at any time after it has become subject to such reporting requirements), or its qualification as a registrant whose securities may be resold pursuant to Form
F-3
(at any time after it so
qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company as a Holder may reasonably request in availing itself of any rule or regulation of the SEC that
permits the selling of any such securities without registration or pursuant to Form
F-3.
APPENDIX II FORM OF MEMORANDUM AND ARTICLES OF ASSOCIATION
— REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK —

----- d56487dex211.htm -----
EX-21.1
11
d56487dex211.htm
EX-21.1
EX-21.1
Exhibit 21.1
List of Principal Subsidiaries and Variable Interest Entity of the Registrant
Principal Subsidiaries
Place of Incorporation
Finja (Private) Limited
Pakistan
OPay Digital Holding Limited
UAE
OPay Digital Services Pte. Ltd.
Singapore
OPay Digital Services Limited
UK
OPay Digital Services Limited
Nigeria
OPay Egypt for
E-Payment
Services
Egypt
OPay International Pte. Ltd.
Singapore
OPay Microfinance Bank Limited
Nigeria
Soti Payment Limited
Nigeria
Variable Interest Entity
Place of Incorporation
PT Kredit Utama Fintech Indonesia
Indonesia

----- d56487dex231.htm -----
EX-23.1
12
d56487dex231.htm
EX-23.1
EX-23.1
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” and to the use of our report dated May 1, 2026, in the Registration
Statement
(Form F-1)
and related Prospectus of OPay Limited dated October 9, 2026.
/s/ Ernst &
Young Hua Ming LLP
Beijing, The People’s Republic of China
October 9, 2026

----- d56487dex31.htm -----
EX-3.1
2
d56487dex31.htm
EX-3.1
EX-3.1
Exhibit 3.1
THE COMPANIES ACT (AS AMENDED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
NINTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES
OF
ASSOCIATION
OF
OPay Limited
(adopted by a special resolution passed on August 25, 2026)
THE COMPANIES ACT (AS AMENDED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
NINTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
OF
OPay Limited
(adopted by a special resolution passed on August 25, 2026)
1.
The name of the Company is OPay Limited.
2.
The Registered Office of the Company shall be at the office of Vistra (Cayman) Limited, P. O. Box 31119
Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 - 1205, the Cayman Islands or at such other place as the Directors may from time to time decide.
3.
The objects for which the Company is established are unrestricted and the Company shall have full power
and authority to carry out any object not prohibited by the Statute or as the same may be revised from time to time, or any other law of the Cayman Islands.
4.
The liability of each Member is limited to the amount from time to time unpaid on such Member’s
Shares.
5.
The authorized share capital of the Company is US$50,000 divided into (i) 11,312,073,049 Ordinary Shares, with
par value of US$0.000004 each; (ii) 62,428,225 Series Seed Preferred Shares, with par value of US$0.000004 each, (iii) 150,227,870 Series Seed+ Preferred Shares, with par value of US$0.000004 each, (iv) 169,895,125 Series A Preferred Shares, with
par value of US$0.000004 each, (v) 309,795,725 Series B Preferred Shares, with par value of US$0.000004 and (vi) 495,580,006 Series C Preferred Shares, with par value of US$0.000004 each, provided always that subject to the Statute and the Articles
of Association the Company shall have power to redeem or purchase any of its shares and to
sub-divide
or consolidate the said shares or any of them and to issue all or any part of its capital whether original,
redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall
otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.
- 1 -
6.
The Company shall have the power to register by way of continuation as a body corporate limited by
shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
7.
Capitalized terms that are not defined in this Memorandum of Association bear the same meaning as those
given in the Articles of Association of the Company.
- 2 -
THE COMPANIES ACT (AS AMENDED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
NINTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION
OF
OPay Limited
(adopted by a special resolution passed on August 25, 2026)
INTERPRETATION
1.
In these Articles Table A in the First Schedule to the Statute does not apply and, unless there is
something in the subject or context inconsistent therewith, the defined terms shall have the meanings assigned to the them as follows:
Acquisition Agreement
means the Acquisition and Share Purchase Agreement dated February 17, 2023 by and among the Company and certain other parties thereto.
Approved Sale
shall mean as set forth in
Section 11.1
hereof.
Auditor
means the auditor for the time being of the Company.
Board of Directors
means the directors for the time being of the Company or the directors present at a duly convened meeting of directors at which a quorum is present.
China Ventures
means CHINA VENTURES FUND I PTE. LTD..
Closing
as defined in the Acquisition Agreement.
Company
means the above named Company.
- 1 -
Deemed Liquidation Event
means any of the following events:
(a)   any consolidation, amalgamation, scheme of arrangement or merger and acquisition of any Group
Company with or into or by any other Person or other reorganization in which the Members or shareholders of such Group Company immediately prior to such consolidation, amalgamation, merger, acquisition, scheme of arrangement or reorganization own
less than fifty percent (50%) of such Group Company’s voting power in the aggregate, on a fully-diluted basis, immediately after such consolidation, merger, acquisition, amalgamation, scheme of arrangement or reorganization, or any transaction
or series of related transactions to which such Group Company is a party in which in excess of fifty percent (50%) of such Group Company’s voting power, on a fully-diluted basis, is transferred;
(b)   a sale, transfer, lease
or other disposition of all or substantially all of the assets of any Group Company (or any series of related transactions resulting in such sale, transfer, lease or other disposition of all or substantially all of the assets of such Group Company)
to any other Person; or
(c)   the sale, exchange, transfer or other disposition, in one or a series of related transactions,
of a majority of the outstanding share capital of any Group Company to one Person or a group of Persons acting in concert, under circumstances in which the holders of a majority in voting power of the outstanding share capital of any Group Company
immediately prior to such transaction beneficially own less than a majority in voting power of the outstanding share capital of the surviving entity or the acquiring Person immediately following such transaction;
(d)   the licensing of all or
substantially all of any Group Company’s Intellectual Property to any other Person.
- 2 -
dividend
includes bonuses, distributions in specie and in kind, capital distributions and capitalization issues.
Drag-Along Notice
shall mean as set forth in
Section 11.1
hereof.
Dragging Shareholder
shall mean as set forth in
Section 11.1
hereof.
Equity Securities
shall mean with respect to any Person that is a legal entity, any and all shares of capital stock, membership interests, units, profits interests, ownership interests, equity interests, registered capital, and other equity
securities of such Person, and any right, warrant, option, call, commitment, conversion privilege, preemptive right or other right to acquire any of the foregoing, or security convertible into, exchangeable or exercisable for any of the foregoing,
or any contract providing for the acquisition of any of the foregoing.
Events of Redemption
shall mean as set forth in Section 10.1 hereof.
Founder
as defined in Shareholders Agreement.
Founder Holding Company
as defined in Shareholders Agreement.
Founder Parties
as defined in Shareholders Agreement.
Gaorong
means Gaorong Partners Fund IV, L.P. and Gaorong Partners Fund
IV-A,
L.P.
Group Company
as defined in Shareholders Agreement.
GSR
means GSR Ventures VI (Singapore) Pte. Ltd.
Hongshan
means HSG Seed I Holdco C, Ltd., HSG Venture VII Holdco G, Ltd. and HSG Growth VI Holdco Q, Ltd., collectively.
- 3 -
ICO
shall mean as set forth in
Section 12.7(h)
hereof.
IDG
means VIOLA RIDGE LIMITED.
Initial Redemption Notice
shall mean as set forth in
Section 10.1
hereof.
Inspired Elite
means INSPIRED ELITE INVESTMENTS LIMITED.
Issue Price
shall mean (i) with respect to Series Seed Preferred Shares, the Series Seed Issue Price, (ii) with respect to Series Seed+ Preferred Shares, the Series Seed+ Issue Price, (iii) with respect to Series A Preferred
Shares, the Series A Issue Price, (iv) with respect to Series B Preferred Shares, the Series B Issue Price and (v) with respect to Series C Preferred Shares, the Series C Issue Price.
Liquidation Event
shall mean as set forth in
Section 9.1
hereof.
Members
means the members for the time being of the Company.
Nano Shareholders
as defined in Shareholders Agreement.
Office
means the registered office for the time being of the Company;
Ordinary Majority
shall mean the holders of more than fifty one percent (51%) of the voting power of the outstanding Ordinary Shares.
Ordinary Resolution
means a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members entitled to vote present in person or by proxy and voting at the meeting, or a
written resolution as provided in these Articles.
Ordinary Shares
shall mean ordinary shares each in the capital of the Company.
- 4 -
Original Issue Date
shall mean the Series Seed Issue Date or the Series Seed+ Issue Date or the Series A Issue Date or the Series B Issue Date or the Series C Issue Date, as the case may be.
paid up
means paid or credited as paid.
Preferred Holders
shall mean the holders of the outstanding Preferred Shares.
Preferred Majority
shall mean the holders of more than fifty one percent (51%) of the voting power of the outstanding Preferred Shares, voting together as a single class.
Preferred Share Conversion Price
shall mean as set forth in
Section 8.1
hereof.
Preferred Share Issue Price
shall mean the Series Seed Issue Price, the Series Seed+ Issue Price, the Series A Issue Price, the Series B Issue Price or the Series C Issue Price, as the case may be.
Preferred Shares
shall mean the Series Seed Preferred Shares, the Series Seed+ Preferred Shares, Series A Preferred Shares, the Series B Preferred Shares and the Series C Preferred Shares.
Qualified Public Offering
shall mean as set forth in
Section 8.2
hereof.
Redeeming Preferred Shareholder
shall mean as set forth in
Section 10.2
hereof.
Redeeming Preferred Shares
shall mean as set forth in
Section 10.1
hereof.
Redemption Notice
shall mean as set forth in
Section 10.2
hereof.
Redemption Price
shall mean as set forth in
Section 10.3
hereof.
Redemption Price Payment Date
shall mean as set forth in
Section 10.4
hereof.
SCC
means Quark Venture Limited, GEOMETRY VENTURES LIMITED and Sonorous Venture Ltd., collectively.
Seal
means the common seal of the Company or any official seal that the Company may have as permitted by the Statute;
- 5 -
Secretary
means the secretary for the time being of the Company.
Series A Issue Date
shall mean the date of the first issuance of a Series A Preferred Share.
Series A Issue Price
shall mean US$0.14950 per share as adjusted for share dividends, splits, combinations, recapitalizations or similar events.
Series A Majority
shall mean the holders of more than fifty one percent (51%) of the voting power of the outstanding Series A Preferred Shares, voting together as a single class.
Series A Preference Amount
shall mean as set forth in
Section 9.1(c)
hereof.
Series A Preferred Shareholders
means holders of the Series A Preferred Shares, and each a “
Series A Preferred Shareholder
”
Series A Preferred Shares
shall mean the Company’s series A redeemable preferred shares, having the rights, preference and privileges attaching to it as set out herein.
Series A Redemption Price
shall mean as set forth in
Section 10.5
hereof.
Series B Issue Date
shall mean the date of the first issuance of a Series B Preferred Share.
Series B Issue Price
shall mean US$0.38735 per share as adjusted for share dividends, splits, combinations, recapitalizations or similar events.
Series B Majority
shall mean the holders of more than fifty one percent (51%) of the voting power of the outstanding Series B Preferred Shares, voting together as a single class.
Series B Preference Amount
shall mean as set forth in
Section 9.1(b)
hereof.
Series B Preferred Shareholders
means holders of the Series B Preferred Shares, and each a “
Series B Preferred Shareholder
”
- 6 -
Series B Preferred Shares
shall mean the Company’s series B redeemable preferred shares, having the rights, preference and privileges attaching to it as set out herein.
Series B Redemption Price
shall mean as set forth in
Section 10.5
hereof.
Series C Issue Date
shall mean the date of the first issuance of a Series C Preferred Share. For the avoidance of doubt, with respect to Nano Shareholders and Opera Limited (with respect to the Series C Preferred Shares held by Opera Limited), Series C
Issue Date shall mean February 17, 2023.
Series C Issue Price
shall mean US$1.2174 per share,
provided that
, (1) US$0.9739 per share, with respect to 1,026,784 Series C Preferred Shares held by HSG Venture VII Holdco G, Ltd., 3,080,352 Series C Preferred Shares held by Viola Ridge
Limited, 1,540,176 Series C Preferred Shares held by GSR Ventures VI (Singapore) Pte. Ltd, 1,540,176 Series C Preferred Shares held by INSPIRED ELITE INVESTMENTS LIMITED, 2,772,316 Series C Preferred Shares held by Gaorong Partners Fund IV, L.P.,
308,035 Series C Preferred Shares held by Gaorong Partners Fund
IV-A,
L.P., 1,540,176 Series C Preferred Shares held by BAI GmbH, 1,506,292 Series C Preferred Shares held by ACE REDPOINT VENTURES CHINA II,
L.P., 33,884 Series C Preferred Shares held by ACE REDPOINT ASSOCIATES CHINA II, L.P., 3,080,352 Series C Preferred Shares held by GEOMETRY VENTURES LIMITED, 770,088 Series C Preferred Shares held by CHINA VENTURES FUND I PTE. LTD., 770,088 Series C
Preferred Shares held by Growth Acceleration Fund and 10,267,839 Series C Preferred Shares held by Bright Holding Limited; (2) US$1.0348 per share, with respect to 28,991,545 Series C Preferred Shares held by Intelligence Prosperity Limited,
2,899,154 Series C Preferred Shares held by Quark Venture Limited, 6,764,694 Series C Preferred Shares held by Sonorous Venture Ltd., 9,663,848 Series C Preferred Shares held by SV Africa Fintech Hybrid Fund I, 9,663,848 Series C Preferred Shares
held by GEOMETRY VENTURES LIMITED, 2,899,154 Series C Preferred Shares held by CHINA VENTURES FUND I PTE. LTD. and 6,764,694 Series C Preferred Shares held by Growth Acceleration Fund; (3) US$1.0957 per shares, with respect to 10,952,361 Series
C Preferred Shares held by 3W Global Fund; and (4) US$1.2747 per share, with respect to 56,798,406 Series C Preferred Shares held by Wisdom Connection II Holding Inc., 2,089,057 Series C Preferred Shares held by Wisdom Connection III Holding
Inc. and 58,785,744 Series C Preferred Shares held by Opera Limited.
- 7 -
Series C Majority
shall mean the holders of more than fifty one percent (51%) of the voting power of the outstanding Series C Preferred Shares, voting together as a single class.
Series C Preference Amount
shall mean as set forth in
Section 9.1(a)
hereof.
Series C Preferred Shareholders
means holders of the Series C Preferred Shares, and each a “
Series C Preferred Shareholder
”
Series C Preferred Shares
shall mean the Company’s series C redeemable preferred shares, having the rights, preference and privileges attaching to it as set out herein.
Series C Preferred Share Purchase Agreement
means that certain Series C Preferred Share Purchase Agreement dated June 4, 2021 by and among the Company, the Series C Preferred Shareholders and certain other parties thereto.
Series C Redemption Price
shall mean as set forth in
Section 10.5
hereof.
Series Seed Issue Date
shall mean the date of the first issuance of a Series Seed Preferred Share.
Series Seed Issue Price
shall mean US$0.08009 per share as adjusted for share dividends, splits, combinations, recapitalizations or similar events.
- 8 -
Series Seed Majority
shall mean the holders of more than fifty one percent (51%) of the voting power of the outstanding Series Seed Preferred Shares, voting together as a single class.
Series Seed Preference Amount
shall mean as set forth in
Section 9.1(e)
hereof.
Series Seed Preferred Shareholders
means holders of the Series Seed Preferred Shares, and each a “Series Seed Preferred Shareholder”.
Series Seed Preferred Shares
shall mean the Company’s series seed redeemable preferred shares, having the rights, preference and privileges attaching to it as set out herein.
Series Seed+ Issue Date
shall mean the date of the first issuance of such Series Seed+ Preferred Share.
Series Seed+ Issue Price
shall mean US$0.09344 per share as adjusted for share dividends, splits, combinations, recapitalizations or similar events.
Series Seed+ Majority
shall mean the holders of more than fifty one percent (51%) of the voting power of the outstanding Series Seed+ Preferred Shares, voting together as a single class.
Series Seed+ Preference Amount
shall mean as set forth in
Section 9.1(d)
hereof.
Series Seed+ Preferred Shareholders
means holders of the Series Seed+ Preferred Shares, and each a “Series Seed+ Preferred Shareholder”.
Series Seed+ Preferred Shares
shall mean the Company’s series seed+ redeemable preferred shares, having the rights, preference and privileges attaching to it as set out herein.
Shares
shall mean, the Ordinary Shares and the Preferred Shares.
- 9 -
Shareholders Agreement
means that Fifth Amended and Restated Shareholders Agreement dated November 20, 2023, by and among the Company, the Series C Preferred Shareholders, the Series B Preferred Shareholders, the Series A Preferred Shareholders, the
Series Seed+ Preferred Shareholders, the Series Seed Preferred Shareholders and certain other parties thereto, including the applicable joinder agreements.
Special Resolution
has the same meaning as in the Statute and includes a unanimous written resolution of all Members entitled to vote and expressed to be a special resolution, except as otherwise provided by these Articles.
Statute
means the Companies Act (2021 Revision) of the Cayman Islands, and every statutory modification or
re-enactment
thereof for the time being in force.
SVF
means SVF II Origin (DE) LLC.
these Articles
means the Articles of Association in their present form or as altered from time to time.
Trade Sale
shall mean any event result in any acquisitions, sale of control, merger, consolidation, reclassifications, recapitalization,
split-off,
spin off, bankruptcy, liquidation, dissolution, winding
up or other corporate reorganization, or any transaction or series of transactions in which in excess of 50% of the Company’s voting power is transferred or in which all or substantially all of the assets of the Company are sold, or all or
substantially all of the Intellectual Properties are licensed, including any Deemed Liquidation Event, joint venture or partnership arrangements or incorporate any subsidiary or pass any resolution relating to the foregoing.
Transaction Documents
the Series C Preferred Share Purchase Agreement, this Memorandum of Association and these Articles, the Shareholders Agreement, including the applicable joinder agreements of all aforesaid agreements, the Indemnification Agreement
(as defined in the Shareholders Agreement) (where applicable) and any other agreements to which the Warrantor (as defined in the Series C Preferred Share Purchase Agreement) is a party and the execution of which is required in connection with
implementing the transactions contemplated under the Series C Preferred Share Purchase Agreement.
- 10 -
2.
In the Articles:
2.1
words importing the singular number include the plural number and vice versa;
2.2
words importing the masculine gender include the feminine gender;
2.3
“
written
” and “
in writing
” include all modes of representing or
reproducing words in visible form, including in the form of an electronic record;
2.4
references to provisions of any law or regulation shall be construed as references to those provisions as
amended, modified,
re-enacted
or replaced from time to time;
2.5
any phrase introduced by the terms “
including
”, “
include
”, “
in
particular
” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
2.6
the term “
voting power
” refers to the number of votes attributable to the Shares (on an
as-converted
basis) in accordance with the terms of the Memorandum and these Articles;
2.7
the term “
or
” is not exclusive;
2.8
the terms “
shall
”, “
wil
l”, and “
agree
” are mandatory,
and the term “
may
” is permissive;
2.9
the term “
day
” means calendar day, and “
month
” means calendar month;
2.10
the phrase “
directly or indirectly
” means directly, or indirectly through one (1) or
more intermediate Persons or through contractual or other arrangements, and “
direct or indirect
” has the correlative meaning;
2.11
references to any documents shall be construed as references to such document as the same may be amended,
supplemented or novated from time to time;
2.12
all references to dollars or to “
US$
” are to currency of the United States of America and
all references to “
RMB
” are to currency of the PRC (and each shall be deemed to include reference to the equivalent amount in other currencies); and
- 11 -
2.13
headings are inserted for reference only and shall be ignored in construing these Articles.
COMMENCEMENT OF BUSINESS
3.
The business of the Company may be commenced as soon after incorporation as the Directors shall see fit
notwithstanding that any part of the Shares may not have been allotted. The Company shall have perpetual existence until wound up or struck off in accordance with the Statute and these Articles.
4.
The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in
or about the formation and establishment of the Company, including the expenses of registration.
ISSUE OF SHARES
5.
Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the
Company in a general meeting) and without prejudice to any rights, preferences and privileges attached to any existing Shares, (a) the Directors may allot, issue, grant options or warrants over or otherwise dispose of two classes of Shares to
be designated, respectively, as Ordinary Shares and Preferred Shares; (b) the Preferred Shares may be allotted and issued from time to time in one (1) or more series; and (c) the series of Preferred Shares shall be designated prior to
their allotment and issue. In the event that any Preferred Shares shall be converted pursuant to
Section
8
hereof, the Preferred Shares so converted shall be cancelled and shall not be
re-issuable
by the Company. Further, any Preferred Share acquired by the Company by reason of redemption, repurchase, conversion or otherwise shall be cancelled and shall not be
re-issuable
by the Company.
6.
The Company shall not issue Shares to bearer.
PREFERRED SHARES
7.
Dividend
s
.
7.1
Subject to applicable laws, the Shareholders Agreement and
Section
12
, the Directors
may, with the approval of the Board (which shall include the affirmative votes of a majority of the Directors), from time to time declare dividends (including interim dividends) and distributions on shares of the Company outstanding and authorize
payment of the same out of the funds of the Company lawfully available therefor and in accordance with the provisions of this
Section
7
.
- 12 -
7.2
Non-Cumulative
Dividend Preference of the Preferred Shares.
(i)
The Company shall not pay or set aside any dividends on any Ordinary Shares, the Series Seed Preferred Shares,
the Series Seed+ Preferred Shares, the Series A Preferred Shares and the Series B Preferred Shares of the Company unless the Series C Preferred Shareholders shall firstly receive, on an annual basis, preferential,
non-cumulative
dividends at the rate equal to eight percent (8%) of the relevant applicable Series C Issue Price for each Series C Preferred Share held by such holder, payable in cash when and as such cash
becomes legally available therefor; provided that such dividends shall be payable only when, as, and if declared by the Board.
(ii)
After all the Series C Preferred Shareholders have received their dividend preference and other distribution in
full pursuant to clause (i) above, the remaining dividends available for distribution to the Members (excluding the Series C Preferred Shareholders) shall be distributed ratably among all Members (excluding the Series C Preferred Shareholders)
according to the relative number of the Ordinary Shares and Preferred Shares held by such Member ratably in proportion to the number of outstanding Ordinary Shares held by them.
8.
Conversion of Preferred Shares
.
8.1
Conversion Rights
.
Subject to the provisions of
Section
8.2
below, each
Preferred Holder shall have the right, at such holder’s sole discretion, to convert all or any portion of the Preferred Shares into Ordinary Shares at any time.
The conversion rate for Preferred Shares shall be determined by dividing the applicable Preferred Share Issue Price by the conversion price
then in effect at the date of the conversion. The initial conversion price will be the applicable Preferred Share Issue Price (i.e., a
1-to-1
initial conversion ratio),
which will be subject to adjustments to reflect stock dividends, stock splits and other events, as provided in
Section
8.3
below (the “
Preferred Share Conversion Price
”).
Nothing in this
Section
8.1
shall limit the automatic conversion rights of Preferred Shares described in
Section
8.2
below.
- 13 -
8.2
Automatic Conversion.
Each Preferred Share shall automatically be converted into Ordinary Shares, at the
then applicable Preferred Share Conversion Price (a) upon the consummation of a firmly underwritten public offering of the Ordinary Shares of the Company on a recognized regional or national securities exchange acceptable to Preferred Majority,
with an offering price that reflects the market capitalization of the Company of not less than US$5,000,000,000 and gross proceeds to the Company of at least US$300,000,000 (a “
Qualified Public Offering
”), or (b) with respect
to the Series Seed Preferred Shares, upon the prior written approval of Series Seed Majority, or (c) with respect to the Series Seed+ Preferred Shares, upon the prior written approval of Series Seed+ Majority ,or (d) with respect to the
Series A Preferred Shares, upon the prior written approval of the Series A Majority, (e) with respect to the Series B Preferred Shares, upon the prior written approval of the Series B Majority, or (f) with respect to the Series C Preferred
Shares, upon the prior written approval of the Series C Majority. In the event of the automatic conversion of the Preferred Shares upon a Qualified Public Offering as aforesaid, the person(s) entitled to receive the Ordinary Shares issuable upon
such conversion of Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the consummation of such Qualified Public Offering.
8.3
Mechanics of Conversion.
No fractional Ordinary Share shall be issued upon conversion of the Preferred
Shares. Notwithstanding any other provision of these Articles, in lieu of any fractional shares to which the holder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the then effective Preferred Share
Conversion Price. Before any Preferred Holder shall be entitled to convert the same into full Ordinary Shares and to receive certificates therefor, he/she shall either (a) surrender the certificate or certificates therefor, at the office of the
Company or of any transfer agent for the Preferred Shares or (b) notify the Company or its transfer agent that such certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Company to indemnify the Company
from any loss incurred by it in connection with such certificates, and shall give written notice to the Company at such office that he elects to convert the same. The Company shall, as soon as practicable thereafter, issue and deliver at such office
to such Preferred Holder a certificate or certificates for the number of Ordinary Shares to which he shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into
fractional Ordinary Shares, if any. Such conversion shall be deemed to have been effected and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or
holders of such Ordinary Shares, on such date after its name is recorded in the Register of Members as the holder of such Ordinary Shares. The Directors may effect conversion in any matter permitted by law including, without prejudice to the
generality of the foregoing, repurchasing or redeeming the relevant Preferred Shares and applying the proceeds towards the issue of the relevant number of new Ordinary Shares. In all cases, the Shares resulting from such conversion shall rank
pari passu
in all respects with all other Shares of the class into which such Shares have been converted.
- 14 -
8.4
Reservation of Shares Issuable Upon Conversion
. The Company shall at all times reserve and keep
available out of its authorized but unissued Ordinary Shares, solely for the purpose of effecting the conversion of the Preferred Shares into Ordinary Shares, such number of Ordinary Shares that is from time to time be sufficient to effect the
conversion of all outstanding Preferred Shares, and if at any time the number of authorized but unissued Ordinary shares shall not be sufficient to effect the conversion of all then outstanding shares of the Preferred Shares, in addition to such
other remedies as shall be available to the holder of such Preferred Shares, the Company and the Members will take such corporate action as may, in the opinion of the Company’s legal counsel, be necessary to increase its authorized but
unissued Ordinary Shares to such number of shares as shall be sufficient for such purposes.
8.5
Adjustments to Conversion Price
.
(a)
Special Definitions.
For purposes of this
Section
8.5
, the following
definitions shall apply:
(i)
“
Options
” means rights, options or warrants to subscribe for, purchase or otherwise acquire
either Ordinary Shares or Convertible Securities.
(ii)
“
Convertible Securities
” shall mean any evidences of indebtedness, shares (other than
Preferred Shares and Ordinary Shares) or other securities directly or indirectly convertible into or exchangeable for Ordinary Shares.
(iii)
“
Additional Ordinary Shares
” shall mean all Ordinary Shares (including reissued shares)
issued (or deemed to be issued) by the Company after the Closing, other than:
(A)
any Preferred Shares issued under the Acquisition Agreement and any Ordinary Share issuable pursuant to the
conversion thereof;
(B)
any securities issued in connection with any share split, share dividend or other similar event in which all
the holders of the Preferred Shares are entitled to participate on a pro rata basis;
(C)
Ordinary Shares issued upon conversion or exercise of options, warrants, or other securities if such
outstanding security constituted any Additional Ordinary Shares;
(D)
any securities issued for equipment financing or for any acquisition by the Company or such other
reorganization, in each case, approved by the Members at the general meeting (including the approval of Preferred Majority);
- 15 -
(E)
any securities issued pursuant to a Qualified Public Offering; and
(F)
any Equity Securities of the Company, the issuance of which is approved unanimously by the Board and the Board
specifically states in such approval that such Equity Securities shall not be “Additional Ordinary Shares”.
(b)
No Adjustment to Conversion Price.
No adjustment in the Preferred Share Conversion Price shall be made
in respect of the issuance of Additional Ordinary Shares unless the consideration per share for an Additional Ordinary Share issued or deemed to be issued by the Company is less than Preferred Share Conversion Price in effect on the date of and
immediately prior to such issuance.
(c)
Deemed Issuance of Additional Ordinary Shares.
In the event the Company at any time or from time to time
after the Closing shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number (as
set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number that would result in an adjustment pursuant to
clause (ii)
below) of Ordinary Shares
issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Ordinary Shares issued as of the time of such
issuance or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that Additional Ordinary Shares shall not be deemed to have been issued with respect to Preferred Shares, unless the
consideration per share (determined pursuant to
Section
8.5(d)
hereof) of such Additional Ordinary Share would be less than the Preferred Share Conversion Price in effect on the date of and immediately prior to such
issuance, or such record date, as the case may be, and provided further that in any such case in which Additional Ordinary Shares are deemed to be issued:
(i)
no further adjustment to the Preferred Share Conversion Price shall be made upon the subsequent issuance of
Convertible Securities or Ordinary Shares upon the exercise of such Options or conversion or exchange of such Convertible Securities;
- 16 -
(ii)
if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for
any increase or decrease in the consideration payable to the Company, or increase or decrease in the number of Ordinary Shares issuable, upon the exercise, conversion or exchange thereof, the Preferred Share Conversion Price computed upon the
original issuance thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective be recomputed to reflect such increase or decrease
insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities;
(iii)
upon the expiration of any such Options or any rights of conversion or exchange under such Convertible
Securities which shall not have been fully exercised, the Preferred Share Conversion Price computed upon the original issuance thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon,
shall, upon such expiration be recomputed as if:
(A)
in the case of Convertible Securities or Options for Ordinary Shares, the only Additional Ordinary Shares
issued were Ordinary Shares, if any, actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consideration received therefor was the consideration actually received by the Company for
the issuance of all such Options, whether or not exercised, plus the consideration actually received by the Company upon such exercise, or for the issuance of all such Convertible Securities which were actually converted or exchanged, plus the
additional consideration, if any, actually received by the Company upon such conversion or exchange, and
(B)
in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued
upon the exercise thereof were issued at the time of issuance of such Options, and the consideration received by the Company for the Additional Ordinary Shares deemed to have been then issued was the consideration actually received by the Company
for the issuance of all such Options, whether or not exercised, plus the consideration deemed to have been received by the Company upon the issuance of the Convertible Securities with respect to which such Options were actually exercised;
- 17 -
(iv)
no readjustment pursuant to clause (ii) or (iii) above shall have the effect of increasing the Preferred
Share Conversion Price to an amount which exceeds the lower of (A) the Preferred Share Conversion Price immediately prior to the original adjustment date, or (B) the Preferred Share Conversion Price that would have resulted from any
issuance of Additional Ordinary Shares between the original adjustment date and such readjustment date; and
(v)
in the case of any Options which expire by their terms not more than thirty (30) days after the date of
issuance thereof, no adjustment of the Preferred Share Conversion Price shall be made until the expiration or exercise of all such Options, whereupon such adjustment shall be made in the manner provided in clause (iii) above.
For avoidance of doubt, the issuance of Equity Securities pursuant to the employee incentive plan approved by the
meeting of the Members shall not be a deemed issuance of Additional Ordinary Shares under this
Section
8.5(c)
.
(d)
Adjustment of Preferred Share Conversion Price upon Issuance of Additional Ordinary Shares below the
Preferred Share Conversion Price
. In the event that the Company shall issue any Additional Ordinary Shares (including those deemed to be issued pursuant to
Section
8.5(c)
) after the Closing without consideration or at a
subscription price per Ordinary Share (on an
as-converted
basis) less than any of the applicable Preferred Share Conversion Price in effect on the date of and immediately prior to such issuance, the applicable
Preferred Share Conversion Price shall be adjusted to a price equal to a price per share (calculated to nearest cent) determined in accordance with the following formula:
CP2=CP1×[(A+B)÷(A+C)]
For purpose of the foregoing formula, the following definitions shall apply:
“CP2” means the applicable Preferred Share Conversion Price in effect for such Preferred Shares immediately after such issue of
Additional Ordinary Shares;
“CP1” means the applicable Preferred Share Conversion Price in effect for such Preferred Shares
immediately prior to such issue of Additional Ordinary Shares;
- 18 -
“A” means the number of Ordinary Shares Outstanding immediately prior to such
issue of Additional Ordinary Shares;
“B” means the number of Ordinary Shares that would have been issued if such Additional
Ordinary Shares had been issued at a price per share equal to CP1 (determined by dividing the aggregate consideration received by the Company in respect of such issue by CP1), and;
“C” means the number of such Additional Ordinary Shares issued in such transaction.
For purposes of this Article, the term “
Ordinary Shares Outstanding
” shall mean and include the following:
(1) outstanding Ordinary Shares, (2) Ordinary Shares issuable upon conversion of outstanding Preferred Shares, (3) Ordinary Shares issuable upon exercise of outstanding share options, and (4) Ordinary Shares issuable upon
exercise (and, in the case of warrants to purchase Preferred Shares, conversion) of outstanding warrants. Shares described in (1) through (4) above shall be included whether vested or unvested, whether contingent or
non-contingent
and whether exercisable or not yet exercisable.
(e)
Determination of Consideration.
For purposes of this
Section
8
, the
consideration received by the Company for the issuance of any Additional Ordinary Shares shall be computed as follows:
(i)
Cash and Property.
Except as provided in
clause (ii)
below, such consideration shall:
(A)
insofar as it consists of cash, be computed at the aggregate amount of cash received by the Company excluding
amounts paid or payable for accrued interest for accrued dividends;
(B)
insofar as it consists of property other than cash, be computed at the fair value thereof at the time of such
issuance, as determined in good faith by the Board irrespective of the accounting treatment of such property; provided, however, that no value shall be attributed to any services performed by any employee, officer or Director of the Company; and
(C)
in the event Additional Ordinary Shares are issued together with other shares or securities or other assets of
the Company for consideration which covers both, be the proportion of such consideration so received with respect to such Additional Ordinary Shares, computed as provided in clauses (A) and (B) above, as determined in good faith by the Board.
- 19 -
(ii)
Options and Convertible Securities.
The consideration per share received by the Company for Additional
Ordinary Shares deemed to have been issued pursuant to
Section
8.5(c)
, relating to Options and Convertible Securities, shall be determined by dividing
(A)
the total amount, if any, received or receivable by the Company as consideration for the issuance of such
Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration)
payable to the Company upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion
or exchange of such Convertible Securities by
(B)
the maximum number of Ordinary Shares (as set forth in the instruments relating thereto, without regard to any
provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
(f)
Adjustments for Share Dividends, Subdivisions, Combinations or Consolidations of Ordinary Shares.
In the
event the outstanding Ordinary Shares shall be subdivided (by share dividend, share split, or otherwise), into a greater number of Ordinary Shares, the Preferred Share Conversion Price shall, concurrently with the effectiveness of such subdivision,
be proportionately decreased. In the event the outstanding Ordinary Shares shall be combined or consolidated, by reclassification or otherwise, into a lesser number of Ordinary Shares, the Preferred Share Conversion Price shall, concurrently with
the effectiveness of such combination or consolidation, be proportionately increased.
- 20 -
(g)
Adjustments for Other Distributions.
In the event the Company at any time or from time to time makes, or
files a record date for the determination of holders of Ordinary Shares entitled to receive any distribution payable in securities or assets of the Company other than Ordinary Shares, then and in each such event provision shall be made so that the
holders of Preferred Shares shall receive upon conversion thereof, in addition to the number of Ordinary Shares receivable thereupon, the amount of securities or assets of the Company which they would have received had their Preferred Shares been
converted into Ordinary Shares on the date of such event and had they thereafter, during the period from the date of such event to and including the date of conversion, retained such securities or assets receivable by them as aforesaid during such
period, subject to all other adjustment called for during such period under this
Section
8.5
with respect to the rights of the holders of the Preferred Shares.
(h)
Adjustments for Reclassification, Exchange and Substitution.
If the Ordinary Shares issuable upon
conversion of the Preferred Shares shall be changed into the same or a different number of shares of any other class or classes of shares, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of
shares provided for above), then and in each such event the holder of each share of Preferred Shares shall have the right thereafter to convert such share into the kind and amount of shares and other securities and property receivable upon such
reorganization or reclassification or other change by holders of the number of Ordinary Shares that would have been subject to receipt by the holders upon conversion of the Preferred Shares immediately before that change, all subject to further
adjustment as provided herein.
(i)
No Impairment.
The Company will not, by the amendment of the Memorandum and these Articles or through
any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder
by the Company but will at all times in good faith assist in the carrying out of all the provisions of
Section
8.5
and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion
Rights of the holders of the Preferred Shares against impairment.
(j)
Certificate as to Adjustments.
Upon the occurrence of each adjustment or readjustment of the Conversion
Price pursuant to
Section
8.5
, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each Preferred Holder a certificate setting forth such
adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of any Preferred Holder, furnish or cause to be furnished to such holder a like
certificate setting forth (a) such adjustments and readjustments, (b) the Preferred Share Conversion Price at the time in effect, and (c) the number of Ordinary Shares and the amount, if any, of other property which at the time would
be received upon the conversion of such Preferred Shares.
- 21 -
(k)
Miscellaneous
.
(i)
All calculations under this
Section
8.5
shall be made to the nearest one hundredth
(1/100) of a cent or to the nearest one hundredth (1/100) of a share, as the case may be. Upon conversion of such number of Preferred Shares, the resultant aggregate number of Ordinary Shares to be issued to each Preferred Holder if not a whole
number (but part or fraction of an Ordinary Share), shall be rounded up to the nearest multiple of one (1) Ordinary Share such that the resultant aggregate number of Ordinary Shares to be issued to such Preferred Holder shall be a whole number.
(ii)
The Preferred Majority shall have the right to challenge any determination by the Board of fair value pursuant
to this
Section
8.5
, in which case such determination of fair value shall be made by an independent appraiser selected jointly by the Board and the challenging parties, the cost of such appraisal to be borne equally by the
Company and the challenging holders of Preferred Shares.
9.
Liquidation.
9.1
In the event of any liquidation, dissolution or winding up of the Company (each, a “
Liquidation
Event
”), whether voluntary or involuntary, all assets and funds of the Company legally available for distribution to the Members (after satisfaction of all creditors’ claims and claims that may be preferred by law) shall be
distributed to the Members of the Company as follows:
(a)
First, before any distribution or payment shall be made to the holders of the Ordinary Shares, the Series Seed
Preferred Shares, the Series Seed+ Preferred Shares, the Series A Preferred Shares and the Series B Preferred Shares, the Series C Preferred Shareholders shall be entitled to receive for each Series C Preferred Share held by such holder, on parity
with each other and prior and in preference to any distribution of any of the assets or funds of the Company to the holders of any other class or series of shares by reason of their ownership of such shares, an amount equal to the sum of (i) 100% of
the Series C Issue Price as actually paid,
and (ii) any declared but unpaid and
non-accumulative
dividends on such Series C Preferred Shares (the “
Series
C Preference
Amount
”). If the assets and funds thus distributed among the Series C Preferred Shareholders shall be insufficient to permit the payment to such holders of the full Series C Preference Amount, then the entire assets and funds of the
Company legally available for distribution shall be distributed ratably among the Series C Preferred Shareholders in proportion to the aggregate Series C Preference Amount (except for the proportion of Series C Preference Amount corresponding to
41,071,355 Series C Preferred Shares held by SVF) each such holder is otherwise entitled to receive pursuant to this
Section
9.1(a)
; after which, if there are any assets or funds remaining after such distribution, SVF shall
be entitled to receive applicable Series C Preference Amount corresponding to 41,071,355 Series C Preferred Shares held by SVF.
- 22 -
(b)
Second, if there are any assets or funds remaining after the aggregate Series C Preference Amount has been
distributed or paid in full pursuant to the distribution sequence set forth in
Section
9.1(a)
, before any distribution or payment shall be made to the holders of the Ordinary Shares, the Series Seed Preferred Shares, the
Series Seed+ Preferred Shares, and the Series A Preferred Shares, the Series B Preferred Shareholders shall be entitled to receive for each Series B Preferred Share held by such holder, on parity with each other and prior and in preference to any
distribution of any of the assets or funds of the Company to the holders of any other class or series of shares by reason of their ownership of such shares, an amount equal to the sum of (i) 100% of the Series B Issue Price as actually paid,
and (ii) any declared but unpaid and
non-accumulative
dividends on such Series B Preferred Shares (the “
Series B Preference Amount
”). If the assets and funds thus distributed
among the Series B Preferred Shareholders shall be insufficient to permit the payment to such holders of the full Series B Preference Amount, then the entire assets and funds of the Company legally available for distribution shall be distributed
ratably among the Series B Preferred Shareholders in proportion to the aggregate Series B Preference Amount each such holder is otherwise entitled to receive pursuant to this
Section
9.1(b)
.
(c)
Third, if there are any assets or funds remaining after the aggregate Series C Preference Amount and Series B
Preference Amount have been distributed or paid in full pursuant to the distribution sequence set forth in
Section
9.1(a)
and
Section
9.1(b),
before any distribution or payment shall be made to the
holders of the Ordinary Shares and the Series Seed Preferred Shares, the Series A Preferred Shareholders shall be entitled to receive for each Series A Preferred Share held by such holder, on parity with each other and prior and in preference to any
distribution of any of the assets or funds of the Company to the holders of any other class or series of shares by reason of their ownership of such shares, an amount equal to the sum of (i) 100% of the Series A Issue Price as actually paid, and
(ii) any declared but unpaid and
non-accumulative
dividends on such Series A Preferred Shares (the “
Series A Preference Amount
”). If the assets and funds thus distributed among the
Series A Preferred Shareholders shall be insufficient to permit the payment to such holders of the full Series A Preference Amount, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among
the Series A Preferred Shareholders in proportion to the aggregate Series A Preference Amount each such holder is otherwise entitled to receive pursuant to this
Section
9.1(c)
.
- 23 -
(d)
Fourth, if there are any assets or funds remaining after the aggregate Series C Preference Amount, Series B
Preference Amount and Series A Preference Amount have been distributed or paid in full pursuant to the distribution sequence set forth in
Section
9.1(a)
,
Section
9.1(b)
and
Section
9.1(c)
, before any distribution or payment shall be made to the holders of the Ordinary Shares and the Series Seed Preferred Shares, the Series Seed+ Preferred Shareholders shall be entitled to receive for each
Series Seed+ Preferred Share held by such holder, on parity with each other and prior and in preference to any distribution of any of the assets or funds of the Company to the holders of any other class or series of shares by reason of their
ownership of such shares, an amount equal to the sum of (i) 100% of the Series Seed+ Issue Price as actually paid,
and (ii) any declared but unpaid and
non-accumulative
dividends on such
Series Seed+ Preferred Shares (the “
Series Seed+ Preference Amount
”). If the assets and funds thus distributed among the Series Seed+ Preferred Shareholders shall be insufficient to permit the payment to such holders of the full
Series Seed+ Preference Amount, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the Series Seed+ Preferred Shareholders in proportion to the aggregate Series Seed+ Preference
Amount each such holder is otherwise entitled to receive pursuant to this
Section
9.1(d)
.
(e)
Fifth, if there are any assets or funds remaining after the aggregate Series C Preference Amount, Series B
Preference Amount ,Series A Preference Amount and Series Seed+ Preference Amount have been distributed or paid in full pursuant to the distribution sequence set forth in
Section
9.1(a)
,
Section
9.1(b)
,
Section
9.1(c)
and
Section
9.1(d)
, before any distribution or payment shall be made to the holders of the Ordinary Shares, the Series Seed Preferred
Shareholders shall be entitled to receive for each Series Seed Preferred Share held by such holder, on parity with each other and prior and in preference to any distribution of any of the assets or funds of the Company to the holders of any other
class or series of shares by reason of their ownership of such shares, an amount equal to the sum of (i) 100% of the Series Seed Issue Price as actually paid,
and (ii) any declared but unpaid and
non-accumulative
dividends on such Series Seed Preferred Shares (the “
Series Seed Preference Amount
”). If the assets and funds thus distributed among the Series Seed Preferred Shareholders
shall be insufficient to permit the payment to such holders of the full Series Seed Preference Amount, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the Series Seed Preferred
Shareholders in proportion to the aggregate Series Seed Preference Amount each such holder is otherwise entitled to receive pursuant to this
Section
9.1(e)
.
- 24 -
(f)
Sixth, if there are any assets or funds remaining after the aggregate Series C Preference Amount, Series B
Preference Amount, Series A Preference Amount, Series Seed+ Preference Amount and Series Seed Preference Amount have been distributed or paid in full to the applicable holders of the Preferred Shares pursuant to the distribution sequence set forth
in
Section
9.1(a)
,
Section
9.1(b)
,
Section
9.1(c)
,
Section
9.1(d)
and
Section
9.1(e)
, the remaining assets and funds of
the Company available for distribution to the Members shall be distributed ratably among all Members according to the relative number of the Ordinary Shares and Preferred Shares held by such Member ratably in proportion to the number of outstanding
Ordinary Shares held by them (including the outstanding Preferred Shares held by such Member treated on an
as-converted
basis).
9.2
Unless waived in writing by the Preferred Majority, a Deemed Liquidation Event shall be deemed to be a
liquidation, dissolution or winding up of the Company for purposes of
Section
9.2
, and any proceeds, whether in cash or properties, resulting from a Deemed Liquidation Event shall be distributed in accordance with the terms
of
Section
9
.
9.3
In the event the Company proposes to distribute assets other than cash in connection with any liquidation,
dissolution or winding up of the Company pursuant to
Section
9
or pursuant to a Deemed Liquidation Event of the Company pursuant to
Section
9.2
, the value of the assets to be distributed to the
Members shall be determined in good faith by the Board;
provided that
any securities not subject to investment letter or similar restrictions on free marketability shall be valued as follows:
(a)
if traded on a securities exchange, the value shall be deemed to be the average of the security’s closing
prices on such exchange over the thirty
(30)-day
period ending one (1) day prior to the distribution;
(b)
if traded
over-the-counter,
the
value shall be deemed to be the average of the closing bid prices over the thirty
(30)-day
period ending three (3) days prior to the distribution; and
(c)
if there is no active public market, the value shall be the fair market value thereof as determined in good
faith by the Board,
- 25 -
provided further that
the method of valuation of securities subject to investment
letter or other restrictions on free marketability shall be adjusted to make an appropriate discount from the market value determined as above in
Section
9.3(a)
,
Section
9.3(b)
or
Section
9.3(c)
to reflect the fair market value thereof as determined in good faith by the Board.
Regardless of
the foregoing, the Preferred Majority shall have the right to challenge any determination by the Board of value pursuant to this
Section
9.3
, in which case the determination of value shall be made by an independent
appraiser selected by the Board, with the cost of such appraisal to be borne equally by the Company and the challenging party.
9.4
The provisions of this
Section
9
shall terminate upon the consummation of a Qualified
Public Offering.
10.
Redemption Rights.
10.1
Notwithstanding
Section
12
below, at any time after the earlier of the following
events occurs, any Preferred Holder may give a written notice (the “
Initial Redemption Notice
”) to the Company requesting the redemption of all or any part of its Preferred Shares (the “
Redeeming Preferred
Shares
”) at the Redemption Price:
(a)
if the Qualified Public Offering has not been consummated by the Company before December 31, 2027;
(b)
any material breach of any applicable laws or any part of the Transaction Document by any Group Company or any
of the Founder Parties to which he/she/it is a party, or any material breach of any Group Company’s organizational documents by any Group Company or any of the Founder Parties, and, if such breach is curable, such breach not having been cured
within thirty (30) days following the correction notice delivered or sent by the Preferred Holders; or
(c)
any holder of any Preferred Shares elects to exercise its redemption right (collectively referred to as
“
Events of Redemption
”).
10.2
In the event that the Company receives an Initial Redemption Notice pursuant to
Section
10.1
, the Company shall (i) promptly thereafter provide all of the other Preferred Holders notice of the Initial Redemption Notice and of their right to participate in such redemption, which right is
exercisable by each such Preferred Holder in their own discretion by delivering a written notice (each, a “
Redemption Notice
”) to the Company within fifteen (15) days following the delivery of such notice by the Company,
requesting and specifying redemption of all or any part of their Preferred Shares, and (ii) pay to each Preferred Holder for which an Initial Redemption Notice or a Redemption Notice has been timely submitted (each, a “
Redeeming
Preferred Shareholder
”), in respect of such Redeeming Preferred Share the Redemption Price.
- 26 -
10.3
The “
Redemption Price
” for each Preferred Share shall be the sum of (a) 100% of the
Preferred Share Issue Price, (b) an amount of cash per share sufficient to provide such holder with a return at a simple interest rate equal to 8% per year, calculated for a period of time commencing from the applicable Original Issue Date and
ending on the date that the Redemption Price is paid in full by the Company, in each case, in respect of all of the Preferred Shares held by such holder and requested to be redeemed,
and (c) any declared but unpaid and
non-cumulative
dividends on such Preferred Share proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations, or mergers.
10.4
The applicable Redemption Price shall be paid by the Company on a date to be determined at the discretion of
the Company, but in any event within ninety (90) days of the date of the Initial Redemption Notice (the “
Redemption Price Payment Date
”).
10.5
If the Company fails to pay on the Redemption Price Payment Date the full Redemption Price in respect of each
Redeeming Preferred Share to be redeemed on such date because it has inadequate funds legally available therefor or for any other reason, those assets or funds which are legally available shall (a) first, be used to the extent permitted by
applicable law to pay the Series C Redemption Price due on such date on the Redeeming Series C Preferred Shares (except for the 41,071,355 Series C Preferred Shares held by SVF) in proportion to the full amount to which the holders of Redeeming
Series C Preferred Shares to which such redemption payments are due would otherwise be respectively entitled thereon,
after which
those assets or funds legally available shall be used to pay the applicable Series C Redemption Price to SVF
with respect to the redeeming 41,071,355 Series C Preferred Shares held by SVF; (b) second, after the full payment of the Series C Redemption Price, those assets or funds which are legally available shall be used to the extent permitted by
applicable law to pay the Series B Redemption Price due on such date on the Redeeming Series B Preferred Shares in proportion to the full amount to which the holders of Redeeming Series B Preferred Shares to which such redemption payments are due
would otherwise be respectively entitled thereon, (c) third, after the full payment of the Series C Redemption Price and Series B Redemption Price, those assets or funds which are legally available shall be used to the extent permitted by
applicable law to pay the Series A Redemption Price due on such date on the Redeeming Series A Preferred Shares in proportion to the full amounts to which the holders of Redeeming Series A Preferred Shares to which such redemption payments are due
would otherwise be respectively entitled thereon , (d) fourth, after the full payment of the Series C Redemption Price, the Series B Redemption Price and the Series A Redemption Price, those assets or funds which are legally available shall be used
to the extent permitted by applicable law to pay the Series Seed+ Redemption Price due on such date on the Redeeming Series Seed+ Preferred Shares in proportion to the full amounts to which the holders of Redeeming Series Seed+ Preferred Shares to
which such redemption payments are due would otherwise be respectively entitled thereon and (e) fifth, after the full payment of the Series C Redemption Price, the Series B Redemption Price, Series A Redemption Price and the Series Seed+
Redemption Price, those assets or funds which are legally available shall be used to the extent permitted by applicable law to pay the Series Seed Redemption Price due on such date on the Redeeming Series Seed Preferred Shares in proportion to the
full amounts to which the holders of Redeeming Series Seed Preferred Shares to which such redemption payments are due would otherwise be respectively entitled thereon. The Preferred Shares not redeemed shall remain outstanding and entitled to all
the rights and preferences provided herein. The Company will not use its funds for any other purpose. At any time thereafter when additional funds of the Company are legally available for the redemption of Preferred Shares, such funds will
immediately be used to redeem the balance of the Redeeming Preferred Shares which the Company has become obliged to redeem on the Redemption Price Payment Date, but which it has not redeemed, in accordance with the foregoing terms. For the purposes
of these Articles, the “
Series C Redemption Price
” means the Redemption Price for each Series C Preferred Share which is a Redeeming Preferred Share, the “
Series B Redemption Price
” means the Redemption Price
for each Series B Preferred Share which is a Redeeming Preferred Share, the “
Series A Redemption Price
” means the Redemption Price for each Series A Preferred Share which is a Redeeming Preferred Share, the “
Series Seed+
Redemption Price
” means the Redemption Price for each Series Seed+ Preferred Share which is a Redeeming Preferred Share and the “
Series Seed Redemption Price
” means the Redemption Price for each Series Seed Preferred
Share which is a Redeeming Preferred Share.
- 27 -
10.6
In any case as stipulated under
Section
10.5
, the full Redemption Price shall not be
deemed to have been paid in respect of any of the respective Redeeming Preferred Shares and the redemption shall not be deemed to have been consummated in respect of any of the respective Redeeming Preferred Shares on the Redemption Price Payment
Date, and each of the respective Redeeming Preferred Shareholders shall remain entitled to all of its rights, including without limitation, its voting rights, in respect of each such Redeeming Preferred Share, and each of such Redeeming Preferred
Shares shall remain “outstanding”, until such time as the Redemption Price in respect of each such Redeeming Preferred Share has been paid in full whereupon all such rights shall automatically cease.
10.7
In addition, if the Company fails (for whatever reason) to redeem any of the Preferred Shares redeemable on the
Redemption Price Payment Date, as from such date until the date on which the same are redeemed the Company shall not declare or pay, other than solely for the purposes of the payment of the Redemption Price, any dividend nor otherwise make any
distribution of or otherwise decrease its profits available for distribution.
- 28 -
10.8
To the extent permitted by the applicable laws, the Company shall procure that the profits of each of the Group
Companies for the time being available for distribution shall be paid to it by way of dividend and/or other distribution if and to the extent that, but for such payment, the Company would not itself otherwise have sufficient profits available for
distribution to make any redemption of the Preferred Shares required to be made pursuant to
Section
10.1
.
10.9
The provisions of this
Section
10
shall terminate upon the consummation of a
Qualified Public Offering.
11.
Drag-Along Rights.
11.1
After December 31, 2027, and in the event that the Preferred Majority and the Ordinary Majority (voting as
a separate class) (the “
Dragging Shareholder
”), approves a Trade Sale at a valuation of the Company exceeding US$10,000,000,000 or equivalent US dollars (an “
Approved Sale
”) in the general meeting, then at the
request of the Dragging Shareholder, the Company shall promptly deliver a written notice (the “
Drag-Along Notice
”) to notify each other holder of the Equity Securities of the Company of such proposed Approved Sale and the material
terms and conditions thereof, whereupon each such holder shall, subject to the provisions hereunder, in accordance with instructions received from the Company at the direction of such Dragging Shareholder:
(a)
sell, at the same time as the Dragging Shareholder sells to the proposed purchaser of Approved Sale, in the
Approved Sale, all of its Equity Securities of the Company, on the same terms and conditions as were agreed to by the Dragging Shareholder (where such Approved Sale is a sale of shares transaction);
provided, however, that
such terms and
conditions, including with respect to price paid or received per Equity Security of the Company, may differ as between different classes of the securities of the Company in accordance with their respective liquidation preferences as set forth in the
Memorandum and these Articles;
(b)
vote all of its securities of the Company in favor of such Approved Sale;
(c)
take all necessary actions in connection with the consummation of such Approved Sale as reasonably requested by
such Dragging Shareholder and/or the Company, including but not limited to the execution and delivery of any share transfer or other agreements prepared in connection with such Approved Sale, and the delivery, at the closing of such Approved Sale
involving a sale of shares, of all certificates representing shares held or controlled by such holder, duly endorsed for transfer or accompanied by a duly executed share transfer form, or affidavits and indemnity undertakings with respect to lost
certificates; and
- 29 -
(d)
support any restructuring of such Approved Sale as, if reasonably requested by the Dragging Shareholder and/or
the Company, a merger, consolidation, restructuring or similar transaction, or a sale of all or substantially all of the assets of the Company, or otherwise.
In any such Approved Sale, (i) each such holder shall bear a proportionate share (based upon the relative proceeds received in such
transaction) of the Dragging Shareholder’s reasonable fees and expenses incurred in the transaction, including, without limitation, legal, accounting and investment banking fees and expenses, and (ii) each such holder shall severally, not
jointly, join on a pro rata basis (based upon the relative proceeds received in such transaction) in any indemnification obligations that are part of the terms and conditions of such Approved Sale (other than those that relate specifically to a
particular holder, such as indemnification with respect to representations and warranties given by such holder regarding such holder’s title to and ownership of shares, due authorization, enforceability, and no conflicts, which shall instead
be given solely by such holder) but only up to the net proceeds paid to such holder in connection with such Approved Sale.
11.2
Notwithstanding any other provision of these Articles, if an Approval Sale is structured as a Trade Sale, each
of Founder Holding Company and Opera Limited shall have the option to elect to purchase all of the proposed shares, at the same price and subject to the same terms and conditions as described in the Drag-Along Notice. To the extent that none of
Founder Holding Company and Opera Limited timely elects to purchase all of the proposed Shares pursuant to
Section
11.1
above, then the Company shall promptly deliver the Drag-Along Notice to notify each other holder of the
Equity Securities of the Company of such proposed Approved Sale and its material terms and conditions.
11.3
The provisions of this
Section
11
shall terminate upon the consummation of a
Qualified Public Offering.
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12.
Protective Provisions
.
12.1
Approval by Shareholders
. Notwithstanding any other provision of these Articles, for so long as the
Preferred Holders own any of the Company’s share capital on an
as-converted
and fully-diluted basis, any of the following acts of the Company shall require the prior written approval of Preferred
Majority and the Ordinary Majority (voting as a separate class) (for the purposes of this
Section
12
, the term “Company” shall include, the Company and the other Group Companies, to the extent applicable);
provided that, where any such act requires the approval of the shareholders of the Company in accordance with applicable laws, and the approval of Preferred Majority and the Ordinary Majority has not yet been obtained, at a meeting of the
shareholders, the Preferred Holders who vote against such act shall have the voting rights equal to all the shareholders of the Company who voted in favor of the resolution plus one (1):
(a)
any amendment or modification, alteration, repeal to or waiver of any provision of any of the memorandum or
articles of association or similar organizational documents or
by-laws
of any Group Company or any other constitutional documents, except that such amendment, modification, alteration, repeal to or waiver is
primarily in relation to the ordinary business of such Group Company and would not adversely affect the rights or preferences attaching to the Preferred Shares;
(b)
any authorization, creation, designation or issuance, whether by reclassification or otherwise, of any new
class or series of Equity Securities or any other securities convertible into, exchangeable for, or exercisable to any Equity Securities of any Group Company ranking on a parity with or senior to any Preferred Shares or any increase in the
authorized or designated number of shares of any such new class or series of Equity Securities of any Group Company, excluding (i) any issuance of Ordinary Shares upon conversion of the Preferred Shares and (ii) any issuance or repurchase
of Equity Securities pursuant to the terms under any equity incentive plan approved in accordance with this
Section
12
;
(c)
any acquisitions, sale of control, merger, consolidation, reclassification, recapitalization of share capital,
split-off,
spin off, bankruptcy, liquidation, dissolution, winding up or other corporate reorganization, or any transaction or series of transactions which would constitute a change of control event or in which all
or substantially all of the assets of the Company are sold, or all or substantially all of the intellectual properties are licensed, including any Deemed Liquidation Event, joint venture or partnership arrangements or incorporate any subsidiary or
pass any resolution relating to the foregoing;
(d)
any change the authorized size or composition of any Group Company’s board of directors (or any
equivalent governing body), or change the manner in which the directors are appointed, removed or replaced;
(e)
any payment, set aside or declaration of any dividend or any other form of distribution on any shares of
Ordinary Shares or Preferred Shares;
- 31 -
(f)
any repurchase, redemption or retirement of the Equity Securities of the Company, except for any redemption
pursuant to the terms of the Transaction Documents or any share restriction agreement approved by the Board at cost upon termination of any director, employee or consultant of the Group Companies;
(g)
any material change of the business scope or nature of the Group Companies, cessation of any business line of
any Group Company or entering into business that is outside of the current business scope;
(h)
approval of the initial public offering of the Company, except for a Qualified Public Offering;
(i)
effect any of the foregoing, as applicable, with respect to any direct or indirect subsidiary or affiliate of
the Company; and
(j)
any agreement or commitment to do any of the foregoing.
12.2
Approval by the Series Seed Preferred Shareholders.
In addition to such other limitations as may be
provided in these Articles, for so long as the Series Seed Preferred Shareholders owns any of the Company’s share capital on an
as-converted
and fully-diluted basis, any of the following acts of the
Company shall require the prior written approval of the Series Seed Preferred Shareholders; provided that, where any such act requires the approval of the shareholders of the Company in accordance with the applicable laws, and the approval of Series
Seed Preferred Holders has not yet been obtained, at a meeting of the shareholders, the Series Seed Preferred Shareholders who vote against such act shall have the voting rights equal to all the shareholders of the Company who voted in favor of the
resolution plus one (1):
(a)
alter or change the rights, preferences or privileges or powers, or the restrictions of the Series Seed
Preferred Shares or the number of Shares that Series Seed Preferred Shareholders holding.
12.3
Approval by the Series Seed+ Majority
. In addition to such other limitations as may be provided in these
Articles, for so long as the Series Seed+ Preferred Shareholders owns any of the Company’s share capital on an
as-converted
and fully-diluted basis, any of the following acts of the Company shall require
the prior written approval of the Series Seed+ Majority; provided that, where any such act requires the approval of the shareholders of the Company in accordance with the applicable laws, and the approval of Series Seed+ Majority has not yet been
obtained, at a meeting of the shareholders, the Series Seed+ Preferred Shareholders who vote against such act shall have the voting rights equal to all the shareholders of the Company who voted in favor of the resolution plus one (1):
(a)
alter or change the rights, preferences or privileges or powers, or the restrictions of the Series Seed+
Preferred Shares or the number of Shares that Series Seed+ Preferred Shareholders holding.
- 32 -
12.4
Approval by the Series A Majority
. In addition to such other limitations as may be provided in these
Articles, for so long as the Series A Preferred Shareholders owns any of the Company’s share capital on an
as-converted
and fully-diluted basis, any of the following acts of the Company shall require the
prior written approval of the Series A Majority; provided that, where any such act requires the approval of the shareholders of the Company in accordance with the applicable laws, and the approval of the Series A Majority has not yet been obtained,
at a meeting of the shareholders, the Series A Preferred Shareholders who vote against such act shall have the voting rights equal to all the shareholders of the Company who voted in favor of the resolution plus one (1):
(a)
alter or change the rights, preferences or privileges or powers, or the restrictions of the Series A Preferred
Shares or the total authorized number of Series A Preferred Shares.
12.5
Approval by the Series B Majority
. In addition to such other limitations as may be provided in these
Articles, for so long as the Series B Preferred Shareholders owns any of the Company’s share capital on an
as-converted
and fully-diluted basis, any of the following acts of the Company shall require the
prior written approval of the Series B Majority; provided that, where any such act requires the approval of the shareholders of the Company in accordance with the applicable laws, and the approval of the Series B Majority has not yet been obtained,
at a meeting of the shareholders, the Series B Preferred Shareholders who vote against such act shall have the voting rights equal to all the shareholders of the Company who voted in favor of the resolution plus one (1):
(a)
alter or change the rights, preferences or privileges or powers, or the restrictions of the Series B Preferred
Shares or the total authorized number of Series B Preferred Shares.
12.6
Approval by the Series C Majority
. In addition to such other limitations as may be provided in these
Articles, for so long as the Series C Preferred Shareholders owns any of the Company’s share capital on an
as-converted
and fully-diluted basis, any of the following acts of the Company shall require the
prior written approval of the Series C Majority; provided that, where any such act requires the approval of the shareholders of the Company in accordance with the applicable laws, and the approval of the Series C Majority has not yet been obtained,
at a meeting of the shareholders, the Series C Preferred Shareholders who vote against such act shall have the voting rights equal to all the shareholders of the Company who voted in favor of the resolution plus one (1):
(a)
alter or change the rights, preferences or privileges or powers, or the restrictions of the Series C Preferred
Shares or the total authorized number of Series C Preferred Shares.
- 33 -
12.7
Approval by Directors
. Notwithstanding any other provision of these Articles, no Group Company shall
take, permit to occur, approve, authorize, or agree or commit to do any of the following, and each Party shall procure each Group Company not to, take, permit to occur, approve, authorize, or agree or commit to do any of the following, whether in a
single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, unless, otherwise approved by a majority of the
Directors in advance:
(a)
any transaction (including but not limited to the termination, extension, continuation after expiry, renewal,
amendment, variation or waiver of any term under agreement with respect to any transaction or series of transactions) other than transactions that are entered into in the ordinary course of business which do not prejudice any Group Company’s
overall interest, involving a Group Company on one hand and any shareholder, director, officer, employee of any Group Company or any of its affiliates on the other hand, except the employee salary, bonus, and other working expenses under or related
to the employment agreement;
(b)
appointment / replacement (including the terms and conditions of such appointment/replacement) of CEO, and
person in charge of finance, or comparable position of any Group Company;
(c)
appointment and removal of auditors of the Group Company or any material change in the accounting and financial
policies of the Group Company;
(d)
any creation, adoption, or termination of the equity incentive plan, or any change in the number of options or
shares to be granted under the equity incentive plan or any other equity incentive, purchase or participation plan for the benefit of any employees, officers, directors, contractors, advisors or consultants of any of the Group Companies;
(e)
incurrence of debt or assumption of any loan, facility or other financial obligation from a third party in
excess of US$5,000,000 individually or in excess of US$20,000,000 in a series of transactions in any financial year, (other than indebtedness included in the annual budget approved by the Board);
(f)
enter into any of the transactions (either in a single transaction or a series of related transactions)
involving an amount in excess of US$5,000,000 (or its equivalent in other currency or currencies) during any twelve (12)-month period outside the ordinary course of business;
- 34 -
(g)
approval or adoption of, any deviation from or amendment to the annual budget or business plan of any Group
Company;
(h)
any initial coin offering (“
ICO
”), trading, exchange, and/or any other similar transactions
involving any of the Group Companies, any Founder, any Founder Holding Company and/or any person affiliated with any of them (whether by ownership, nominee or operational relationship or otherwise) based on or in connection with any asset, business,
scene, intellectual property, or technology of, any of the Group Companies or involving any information concerning any Preferred Holder;
(i)
approval or adoption of a succession plan for the CEO or other
C-level
management;
(j)
effect any of the foregoing, as applicable, with respect to any direct or indirect subsidiary or affiliate of
the Company; and
(k)
any agreement or commitment to do any of the foregoing.
12.8
The provisions of this
Section
12
shall terminate upon the consummation of a
Qualified Public Offering.
ORDINARY SHARES
13.
Certain rights, preferences, privileges and limitations of the Ordinary Shares of the Company are as
follows:
13.1
Dividend
s
.
Subject to the preferential rights of holders of all series and
classes of Shares in the Company at the time outstanding having preferential rights as to dividends, the holders of Ordinary Shares shall, subject to the Statute and these Articles, be entitled to receive, when, as and if declared by the Board, out
of any assets of the Company legally available therefor, such dividends as may be declared from time to time by the Board.
13.2
Liquidation
.
Upon the liquidation, dissolution or winding up of the Company, the assets of
the Company shall be distributed as provided in
Section
9
.
13.3
Voting
.
The holder of Ordinary Shares shall have the right to one vote with respect to
each Ordinary Share, and shall be entitled to notice of any Members’ meeting in accordance with these Articles, and shall be entitled to vote upon such matters and in such manner as may be provided for in these Articles.
- 35 -
REGISTER OF MEMBERS
14.
The Company shall maintain or cause to be maintained the Register of Members in accordance with the
Statute. The Register of Members shall be the only evidence as to who are the Members entitled to examine the Register of Members, the list required to be sent to Members or the other books and records of the Company, or to vote in person or by
proxy at any meeting of Members.
FIXING RECORD DATE
15.
The Directors may fix in advance a date as the record date for any determination of Members entitled to
notice of or to vote at a meeting of the Members, or any adjournment thereof, and for the purpose of determining the Members entitled to receive payment of any dividend the Directors may, at or within ninety (90) days prior to the date of
declaration of such dividend fix a subsequent date as the record date for such determination.
16.
If no record date is fixed for the determination of Members entitled to notice of, or to vote at, a
meeting of Members or Members entitled to receive payment of a dividend, the date on which notice of the meeting is sent or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record
date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.
CERTIFICATES FOR SHARES
17.
Share certificates representing Shares, if any, shall be in such form as the Directors may determine.
Share certificates shall be signed by one (1) or more Directors or other Person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates
for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and, subject to these Articles, no new certificate
shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled.
18.
The Company shall not be bound to issue more than one certificate for Shares held jointly by more than
one Person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.
19.
If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any)
as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate.
- 36 -
TRANSFER OF SHARES
20.
The Shares are subject to Transfer restrictions as set forth in the Shareholders Agreement, other
Transaction Documents, by and among the Company and certain of its Members. The Company will only register Transfers of Shares that are made in accordance with such agreements and will not register Transfers of Shares that are made in violation of
such agreements. The instrument of Transfer of any Share shall be in writing and shall be executed by or on behalf of the transferor (and, if the Directors so require, signed by the transferee). The transferor shall be deemed to remain the holder of
a Share until the name of the transferee is entered in the Register of Members.
REDEMPTION AND REPURCHASE OF
SHARES
21.
The Company is permitted to redeem, purchase or otherwise acquire any of the Company’s Shares, so
long as such redemption, purchase or acquisition (i) is pursuant to any redemption provisions set forth in the Memorandum and these Articles, or (ii) is as otherwise agreed by the holder of such Share and the Company, subject in the case
of clause (ii) or (ii) to compliance with any applicable restrictions set forth in the Shareholders Agreement, other Transaction Documents, the Memorandum and these Articles.
22.
Subject to the provisions of the Statute and these Articles, the Company may issue Shares that are to be
redeemed or are liable to be redeemed at the option of the Member or the Company. Subject to the provisions of the Statute and these Articles, the Directors may authorize the redemption or purchase by the Company of its own Shares in such manner and
on such terms as they think fit and may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including out of capital.
VARIATION OF RIGHTS OF SHARES
23.
Subject to the Shareholders Agreement, if at any time the share capital of the Company is divided into
different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may only be varied with the consent in writing of Members holding not less than a majority of the votes
entitled to be cast by holders (in person or by proxy) of Shares on a poll at a general meeting of such class affected by the proposed variation of rights or with the sanction of a resolution of such Members holding not less than a majority of the
votes which could be cast by holders (in person or by proxy) of Shares of such class on a poll at a general meeting but not otherwise.
- 37 -
24.
For the purpose of the preceding Article, all of the provisions of these Articles relating to general
meetings shall apply, to the extent applicable,
mutatis mutandis
, to every meeting of holders of separate class of Shares, except that the necessary quorum shall be one (1) or more Persons holding or representing by proxy at least a
majority of the issued Shares of such class and that any Member holding Shares of such class, present in person or by proxy, may demand a poll.
25.
The rights conferred upon the holders of Shares or any class of Shares shall not, unless otherwise
expressly provided by the terms of issue of such Shares, be deemed to be varied by the creation, redesignation, or issue of Shares ranking senior thereto or
pari passu
therewith.
COMMISSION ON SALE OF SHARES
26.
The Company may, with the approval of the Board, so far as the Statute permits, pay a commission to any
Person in consideration of his or her subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares of the Company. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly
paid-up
Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful.
NONRECOGNITION OF INTERESTS
27.
The Company shall not be bound by or compelled to recognise in any way (even when having notice thereof)
any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by these Articles or the Statute) any other rights in respect of any Share other than an absolute right to the entirety thereof in the
registered holder.
TRANSMISSION OF SHARES
28.
If a Member dies, the survivor or survivors where such Member was a joint holder, and his or her legal
personal representatives where such Member was a sole holder, shall be the only Persons recognised by the Company as having any title to such Member’s interest. The estate of a deceased Member is not thereby released from any liability in
respect of any Share that had been jointly held by such Member.
29.
Any Person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or
dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may from time to time be required by the Directors, elect either to become the holder of the Share or to have some Person nominated by him or
her as the transferee.
30.
If the Person so becoming entitled shall elect to be registered as the holder, such Person shall deliver
or send to the Company a notice in writing signed by such Person stating that he or she so elects.
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AMENDMENTS OF MEMORANDUM AND ARTICLES OF ASSOCIATION AND ALTERATION OF CAPITAL
31.
Subject to the provisions of the Statute and the provisions of these Articles as regards the matters to
be dealt with by Special Resolution, and subject further to
Section
12
, the Company may by Ordinary Resolution:
31.1
increase the share capital by such sum as the resolution shall prescribe and with such rights, priorities and
privileges annexed thereto, as the Company in general meeting may determine;
31.2
consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares;
31.3
by subdivision of its existing Shares or any of them divide the whole or any part of its share capital into
Shares of smaller amount than is fixed by the Memorandum or into Shares without par value;
31.4
cancel any Shares that at the date of the passing of the resolution have not been taken or agreed to be taken
by any Person; and
31.5
perform any action not required to be performed by Special Resolution.
32.
Subject to the provisions of the Statute and the provisions of these Articles as regards the matters to
be dealt with by Ordinary Resolution, and subject further to
Section
12
, the Company may by Special Resolution:
32.1
change its name;
32.2
alter or add to these Articles;
32.3
alter or add to the Memorandum with respect to any objects, powers or other matters specified therein; and
32.4
reduce its share capital and any capital redemption reserve fund.
REGISTERED OFFICE
33.
Subject to the provisions of the Statute, the Company may by resolution of the Directors change the
location of its Registered Office.
GENERAL MEETINGS
34.
All general meetings other than annual general meetings shall be called extraordinary general meetings.
- 39 -
35.
The Company shall, if required by the Statute, in each year hold a general meeting as its annual general
meeting, and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as the Directors shall appoint. At these meetings, the report of the Directors (if any) shall be presented.
36.
The Directors may call general meetings, and they shall on a Members requisition forthwith proceed to
convene an extraordinary general meeting of the Company.
37.
A Members requisition is a requisition of Members of the Company holding, on the date of deposit of the
requisition, not less than a majority in voting power of the outstanding share capital of any Group Company.
38.
The requisition must state the objects of the meeting and must be signed by the requisitionists and
deposited at the Registered Office, and may consist of several documents in like form each signed by one (1) or more requisitionists.
39.
If the Directors do not within
twenty-one
(21) days from
the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further
twenty-one
(21) days, the requisitionists, or any of them representing more than
one-half
of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three (3) months after the expiration of the
said
twenty-one
(21) days.
40.
A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as
nearly as possible as that in which general meetings are to be convened by Directors.
NOTICE OF GENERAL MEETINGS
41.
At least ten (10) days’ notice shall be given of any general meeting unless such notice is
waived either before, at or after such meeting by a majority in number of the Members having a right to attend and vote at the meeting, being a majority together holding at least ninety-five per cent (95%) of the total voting power at the meeting of
all the Members or their proxies.
42.
Every notice shall be exclusive of the day on which it is given or deemed to be given and shall specify
the place, the day and the hour of the meeting and the general nature of the business and shall be given in the manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company, provided that a general meeting of the
Company shall, whether or not the notice specified in this regulation has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed by a
majority in number of the Members having a right to attend and vote at the meeting, being a majority together holding at least ninety-five per cent (95%) of the total voting power at the meeting of all the Members or their proxies.
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43.
The officer of the Company who is in charge of the Register of Members of the Company shall prepare and
make, at least two (2) days before every general meeting, a complete list of the Members entitled to vote at the general meeting, arranged in alphabetical order, and showing the address of each Member and the number of Shares registered in the
name of each Member. Such list shall be open to examination by any Member for any purpose germane to the meeting, during ordinary business hours, for a period of at least two (2) days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any Member of the Company who is present.
44.
RESERVED.
PROCEEDINGS AT GENERAL MEETINGS
45.
The Ordinary Majority (including Founder Holding Company) and the Preferred Majority, together, present
in person or by proxy or if a company or other
non-natural
Person by its duly authorised representative shall be a quorum. Subject to
Article 48
, no business shall be transacted at any general meeting
unless a quorum is present at the time when the meeting proceeds to business.
46.
A Person may participate at a general meeting by conference telephone or other communications equipment
by means of which all the Persons participating in the meeting can communicate with each other. Participation by a Person in a general meeting in this manner is treated as presence in person at that meeting.
47.
A resolution in writing (in one (1) or more counterparts) shall be as valid and effective as if the
resolution had been passed at a duly convened and held general meeting of the Company if:
47.1
in the case of a Special Resolution, it is signed by all Members required for such Special Resolution to be
deemed effective under the Statute; or
47.2
in the case of an Ordinary Resolution, it is signed by the Members for the time being holding the remaining
Shares carrying in aggregate not less than the minimum number of votes that would be necessary to authorize or take such action at a general meeting at which all Shares entitled to vote thereon were present and voted (or, being companies, signed by
their duly authorised representative).
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48.
A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a
quorum and the votes present may continue to transact business until adjournment. If, however, such quorum shall not be present or represented at any general meeting, the Members (or their proxies) holding a majority of the aggregate voting power of
all of the Shares of the Company represented at the meeting may adjourn the meeting from time to time, until a quorum shall be present or represented;
provided that
, if notice of such meeting has been duly delivered to all Members ten
(10) days prior to the scheduled meeting in accordance with the notice procedures hereunder, and the quorum is not present within one hour from the time appointed for the meeting, the meeting shall be adjourned to the seventh (7
th
) following Business Day at the same time and place (or to such other time or such other place as the directors may determine) with notice delivered to all Members five (5) days prior to the
adjourned meeting in accordance with the notice procedures under
S
ection
115
through
119
and, if at the adjourned meeting, the quorum is not present within one half hour from the time appointed for the
meeting, then the presence of such holders shall not be required at such adjourned meeting for purposes of establishing a quorum. At such adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally
notified.
49.
The chairman, if any, of the Board of Directors shall preside as chairman at every general meeting of
the Company, or if there is no such chairman, or if he or she shall not be present within fifteen (15) minutes after the time appointed for the holding of the meeting, or is unwilling or unable to act, the Directors present shall elect one of
their number, or shall designate a Member, to be chairman of the meeting.
50.
With the consent of a general meeting at which a quorum is present, the chairman may (and shall if so
directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When
a general meeting is adjourned, notice of the adjourned meeting shall be given as in the case of an original meeting.
51.
A resolution put to the vote of the meeting shall be decided by poll and not on a show of hands.
52.
On a poll a Member shall have one vote for each Ordinary Share and Preferred Share (on an as converted
basis) he holds.
53.
Except on a poll on a question of adjournment, a poll shall be taken as the chairman directs, and the
result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded.
54.
A poll on a question of adjournment shall be taken forthwith.
55.
A poll on any other question shall be taken at such time as the chairman of the general meeting directs,
and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll.
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VOTES OF MEMBERS
56.
Except as otherwise required by the Statute or these Articles, the Ordinary Shares and the Preferred
Shares shall vote together on an as converted basis on all matters submitted to a vote of Members. For avoidance of doubt, each holder of Preferred Shares shall be entitled to the number of votes equal to the number of Ordinary Shares into which the
Preferred Shares held by such holder could be converted as of the record date, or, if no such record date is established, at the date such vote is taken or any written consent of Members is solicited. To the extent that applicable law, these
Articles require the Preferred Shares to vote separately as a class with respect to any matters, the Preferred Shares shall vote separately as a class with respect to such matters. Otherwise, the holders of Preferred Shares and Ordinary Shares shall
vote together as a single class.
57.
In the case of joint holders of record, the vote of the senior holder who tenders a vote, whether in
person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members.
58.
A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction
in lunacy, may vote by his or her committee, receiver, or other Person on such Member’s behalf appointed by that court, and any such committee, receiver, or other Person may vote by proxy.
59.
No Person shall be entitled to vote at any general meeting or at any separate meeting of the holders of
a class or series of Shares unless he or she is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by such Member in respect of Shares have been paid.
60.
No objection shall be raised to the qualification of any voter except at the general meeting or
adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.
61.
Votes may be cast either personally or by proxy or if a company or other
non-natural
Person by its duly authorised representative. A Member may appoint more than one proxy or the same proxy under one (1) or more instruments to attend and vote at a meeting.
62.
A Member holding more than one Share need not cast the votes in respect of his or her Shares in the same
way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing him or her, a
proxy appointed under one (1) or more instruments may vote a Share or some or all of the Shares in respect of which he or she is appointed either for or against a resolution and/or abstain from voting.
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PROXIES
63.
The instrument appointing a proxy shall be in writing, be executed under the hand of the appointor or of
his or her attorney duly authorised in writing, or, if the appointor is a corporation, under the hand of an officer or attorney duly authorised for that purpose. A proxy need not be a Member of the Company.
64.
The instrument appointing a proxy shall be deposited at the Registered Office or at such other place as
is specified for that purpose in the notice convening the meeting, no later than the time for holding the meeting or adjourned meeting.
65.
The instrument appointing a proxy may be in any usual or common form and may be expressed to be for a
particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.
66.
Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the
previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity,
revocation or transfer was received by the Company at the Registered Office before the commencement of the general meeting or adjourned meeting at which it is sought to use the proxy.
CORPORATE MEMBERS
67.
Any corporation or other
non-natural
Person that is a Member may
in accordance with its constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such Person as it thinks fit to act as its representative at any meeting of the Company or any
class of Members, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he or she represents as the corporation could exercise if it were an individual Member.
SHARES THAT MAY NOT BE VOTED
68.
Shares in the Company that are beneficially owned by the Company or held by it in a fiduciary capacity
shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding Shares at any given time.
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APPOINTMENT OF DIRECTORS
69.
The Company shall have, and the Parties hereto agree to cause the Company to have, no more than six
(6) directors on the Board.
70.
A Director need not hold any shares in the Company. A Director who is not a Member of the Company shall
nevertheless be entitled to attend and speak at general meetings.
POWERS OF DIRECTORS
71.
Subject to the provisions of the Statute, the Memorandum and these Articles, any other restrictions in
the Shareholders Agreement and to any directions given by Special Resolution, the business of the Company shall be managed by or under the direction of the Directors who may exercise all the powers of the Company;
provided
,
however
,
that the Company shall not carry out any action inconsistent with Section 7 through 13. No alteration of the Memorandum or these Articles and no such direction shall invalidate any prior act of the Directors that would have been valid if that
alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.
72.
All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all
receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall from time to time determine.
73.
Subject to the Shareholders Agreement and Section 7 through 12, the Directors on behalf of the Company may
pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his or her spouse or dependents and may make contributions to any fund and pay premiums for the
purchase or provision of any such gratuity, pension or allowance.
74.
Subject to the Shareholders Agreement and Section 7 through 12, the Directors may exercise all the
powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture shares, mortgages, bonds and other such securities
whether outright or as security for any debt, liability or obligation of the Company or of any third party.
VACATION OF OFFICE AND REMOVAL OF DIRECTOR
75.
The office of a Director shall be vacated if:
75.1
such Director gives notice in writing to the Company that he or she resigns the office of Director;
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75.2
such Director dies, becomes bankrupt or makes any arrangement or composition with such Director’s
creditors generally; or
75.3
such Director is found to be or becomes of unsound mind.
76.
RESERVED.
PROCEEDINGS OF DIRECTORS
77.
A Director may by a written instrument appoint an alternate who need not be a Director, and an alternate is
entitled to attend meetings and to be counted to constitute a quorum in the absence of the Director who appointed him and to vote or consent in place of the Director. At all meetings of the Board of Directors, three (3) Directors in office
elected in accordance with
Article 69
shall be necessary and sufficient to constitute a quorum for the transaction of business, and the vote of a majority of the Directors present (in person or in alternate) at any meeting at which there is a
quorum, shall be the act of the Board of Directors, except as may be otherwise specifically provided by the Transaction Documents, the Statute, the Memorandum or these Articles. If only one Director is elected, such sole Director shall constitute a
quorum. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting, until a quorum shall be present, provided that, if notice of the board meeting has been duly delivered to all
directors of the Board five (5) Business Days prior to the scheduled meeting in accordance with the notice procedures hereunder, and the quorum is not present within one hour from the time appointed for the meeting, the meeting shall be
adjourned to the fifth (5
th
) following Business Day at the same time and place (or to such other time or such other place as the directors may determine) with notice delivered to all directors in
accordance with the notice procedures hereunder and, if at the adjourned meeting, the quorum is not present within half an hour from the time appointed for the meeting, then the present directors at such adjourned meeting of directors shall
constitute a quorum. Subject to
Section
12
and any other requirements under the Shareholders Agreement, questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the
Chairperson of the meeting shall have a second or casting vote. A Director or the Secretary may, at any time, summon a meeting of the Directors.
78.
At any meeting of Directors, each Director shall be entitled to one (1) vote.
79.
Subject to the provisions of these Articles, the Directors may regulate their proceedings as they think
fit, provided however that the board meetings shall be held at least once each half-year unless otherwise agreed by the majority of the Directors and that a written notice of each meeting, agenda of the business to be transacted at the meeting and
all documents and materials to be circulated at or presented to the meeting shall be sent to all Directors entitled to receive notice of the meeting at least five (5) days before the meeting and a copy of the minutes of the meeting shall be
sent to such Persons.
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80.
A Person may participate in a meeting of the Directors or committee of the Board of Directors by
conference telephone or other communications equipment by means of which all the Persons participating in the meeting can communicate with each other at the same time. Participation by a Person in a meeting in this manner is treated as presence in
person at that meeting. Unless otherwise determined by the Directors, the meeting shall be deemed to be held at the place where the chairman is at the start of the meeting. In the event of a deadlock of the votes at any meeting of the Directors, the
relevant matters shall be submitted to the Members for approval, subject to compliance with
Section
12
.
81.
(1) With respect to any matter that requires the approval of a simple majority of or such other
applicable specific majority of the Directors pursuant to the requirements of
Section
12
or the terms of the Shareholders Agreement or otherwise, a written resolution signed by the requisite majority of the Directors for
the time being shall be as effective for all purposes as a resolution of the relevant Directors passed at a meeting duly convened, held and constituted,
provided that
each Director who is entitled to receive notice of a meeting of Directors
has been provided with the relevant written resolution proposed to be passed and has been given a reasonable period of time and the opportunity to consider the relevant proposed resolution. A written notification of confirmation of such written
resolution sent by a Director shall be deemed to be his signature to such written resolution for the purposes of this Article. Such written resolution may be sent to each Director for signature in turn or may consist of several documents, each
signed by one or more Directors. The signature ofa Director may be given by his alternate.
(2) Subject to
Section
81(1)
above, a resolution in writing (in one (1) or more counterparts) signed by all the Directors or all the members of a committee of the Board of Directors shall be as valid and effectual as if it had been
passed at a meeting of the Directors, or committee of the Board of Directors as the case may be, duly convened and held.
82.
Meetings of the Board of Directors may be called by any Director on five (5) Business Days’
notice to each Director in accordance with
Section
115
through
119
.
83.
The continuing Directors may act notwithstanding any vacancy in their body, but if and so long as their
number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a
general meeting of the Company, but for no other purpose.
84.
The Directors may elect a chairman of their board and determine the period for which he or she is to
hold office; but if no such chairman is elected, or if at any meeting the chairman shall not be present within fifteen (15) minutes after the time appointed for holding the same, the Directors present may choose one of their members to be
chairman of the meeting.
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85.
All acts done by any meeting of the Directors or of a committee of the Board of Directors shall,
notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and qualified to be a Director.
DIRECTORS’ INTERESTS
86.
Subject to
Section
89
, a Director may hold any other office or place of profit
under the Company (other than the office of Auditor) in conjunction with his or her office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.
87.
Subject to
Section
89
, a Director may act by himself or herself or his or her
firm in a professional capacity for the Company and such Director or firm shall be entitled to remuneration for professional services as if such Director were not a Director.
88.
Subject to
Section
89
, a Director of the Company may be or become a director
or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as Member or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits
received by such Director as a director or officer of, or from his or her interest in, such other company.
89.
In addition to any further restrictions set forth in these Articles, no Person shall be disqualified from the
office of Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director
shall be in any way interested (each, an “
Interested Transaction
”) be or be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such
Interested Transaction by reason of such Director holding office or of the fiduciary relation thereby established, and any such director may vote at a meeting of directors on any resolution concerning a matter in which that director has an interest
(and if he votes his vote shall be counted) and shall be counted towards a quorum of those present at such meeting, in each case so long as the material facts of the interest of each Director in the agreement or transaction and his interest in or
relationship to any other party to the agreement or transaction are disclosed in good faith to and are known by the other Directors. A general notice or disclosure to the Directors or otherwise contained in the minutes of a meeting or a written
resolution of the directors or any committee thereof that a Director is a member of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure under this
Section
89
.
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MINUTES
90.
The Directors shall cause minutes to be made in books kept for the purpose of all appointments of
officers made by the Directors, all proceedings at meetings of the Company or the holders of any series of Shares and of the Directors, and of committees of the Board of Directors including the names of the Directors present at each meeting.
DELEGATION OF DIRECTORS’ POWERS
91.
Subject to these Articles, the Board of Directors may, with the consent of a majority of the Directors,
establish any committees, and approve the delegation of any of their powers to any committee consisting of one or more Directors,
provided that
any exercise of power or decision made by such committee shall be subject to the rights of the
Directors set forth in
Section
12
, applying
mutatis mutandis
. The Board of Directors may designate one (1) or more Directors as alternate members of any committee, who may replace any absent or disqualified
member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member
or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of the absent or disqualified member if such
other Director’s appointment is approved or ratified by the Board of Directors.
92.
Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall
have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company. Each committee shall keep regular minutes and report to the Board of Directors when required. Subject to these
Articles, the proceedings of a committee of the Board of Directors shall be governed by the Articles regulating the proceedings of the Board of Directors, so far as they are capable of applying.
93.
The Board of Directors may also, delegate to any managing Director or any Director holding any other
executive office such of their powers as they consider desirable to be exercised by such Person provided that the appointment of a managing Director shall be revoked forthwith if he or she ceases to be a Director. Any such delegation may be made
subject to any conditions the Board of Directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered.
94.
Subject to these Articles, the Directors may by power of attorney or otherwise appoint any company,
firm, Person or body of Persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in
or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of
Persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in him or her.
- 49 -
95.
Subject to these Articles, the Directors may appoint such officers as they consider necessary on such
terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of an officer’s appointment, an officer may be
removed by resolution of the Directors or Members.
NO MINIMUM SHAREHOLDING
96.
There is no minimum shareholding required to be held by a Director.
REMUNERATION OF DIRECTORS
97.
The remuneration to be paid to the Directors, if any, shall be such remuneration as determined by the
Company in general meeting from time to time. The Director who is not an employee of any Group Company shall also be entitled to be paid all reasonable travelling, hotel and other
out-of-pocket
expenses properly incurred by them in connection with their attendance at meetings of the Board of Directors or committees of the Board of Directors, or
general meetings of the Company, or separate meetings of the holders of any series of Shares or debentures of the Company, or otherwise in connection with the business of the Company.
98.
RESERVED.
SEAL
99.
The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the
authority of the Directors or of a committee of the Board of Directors authorised by the Board of Directors. Every instrument to which the Seal has been affixed shall be signed by at least one Person who shall be either a Director or some officer or
other Person appointed by the Directors for the purpose.
100.
The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals
each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.
101.
A Director or officer, representative or attorney of the Company may without further authority of the
Directors affix the Seal over his or her signature alone to any document of the Company required to be authenticated by him or her under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.
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DIVIDENDS, DISTRIBUTIONS AND RESERVE
102.
Subject to the Statute and these Articles, the Directors may declare dividends and distributions on
Shares in issue and authorise payment of the dividends or distributions out of the assets of the Company lawfully available therefor. No dividend or distribution shall be paid except out of the realised or unrealised profits of the Company, or out
of the share premium account or as otherwise permitted by the Statute.
103.
All dividends and distributions shall be declared and paid according to the provisions of
Section
12
.
104.
The Directors may deduct from any dividend or distribution payable to any Member all sums of money (if
any) then payable by such Member to the Company on account of calls or otherwise.
105.
Subject to the provisions of
Section
12
, the Directors may declare that any
dividend or distribution be paid wholly or partly by the distribution of specific assets and in particular of shares, debentures or securities of any other company or in any one (1) or more of such ways and where any difficulty arises in regard
to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional Shares and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall
be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees as may seem expedient to the Directors.
106.
Any dividend, distribution, interest or other monies payable in cash in respect of Shares may be paid by wire
transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of Members or to such
Person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the Person to whom it is sent. Any one of two or more joint holders may give effectual receipts for
any dividends, bonuses or other monies payable in respect of the Share held by them as joint holders.
107.
No dividend or distribution shall bear interest against the Company, except as expressly provided in
these Articles.
108.
Any dividend that cannot be paid to a Member and/or that remains unclaimed after six (6) months
from the date of declaration of such dividend may, in the discretion of the Directors, be paid into a separate account in the Company’s name, provided that the Company shall not be constituted as a trustee in respect of that account and the
dividend shall remain as a debt due to the Member. Any dividend that remains unclaimed after a period of six (6) years from the date of declaration of such dividend shall be forfeited and shall revert to the Company.
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CAPITALIZATION
109.
Subject to these Articles, including but not limited to
Section
12
, the
Directors may capitalize any sum standing to the credit of any of the Company’s reserve accounts (including share premium account and capital redemption reserve fund) or any sum standing to the credit of profit and loss account or otherwise
available for distribution and to appropriate such sum to Members in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of dividend as set forth in
Section
7
hereof and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully
paid-up
to and amongst them in the
proportion aforesaid. In such event, the Directors shall do all acts and things required to give effect to such capitalization, with full power to the Directors to make such provisions as they think fit for the case of Shares becoming distributable
in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any Person to enter on behalf of all of the Members interested into an
agreement with the Company providing for such capitalization and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.
BOOKS OF ACCOUNT
110.
The Directors shall cause proper books of account to be kept at such place as they may from time to time
designate with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the
Company. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions. The Directors shall from time
to time determine whether and to what extent and at what times and places, and under what conditions or regulations, the accounts and books of the Company or any of them shall be open to inspection of Members not being Directors and no such Member
shall have any right of inspecting any account or book or document of the Company except as conferred by the Statute or authorized by the Directors or the Company in general meeting or in a written agreement binding on the Company.
111.
The Directors may from time to time cause to be prepared and to be laid before the Company in general
meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.
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AUDIT
112.
Subject to
Section
12
, the Directors may, appoint an Auditor of the Company
who shall hold office until removed from office by a resolution of the Directors, and the Board may fix the Auditor’s remuneration.
113.
Every Auditor of the Company shall have a right of access at all times to the books and accounts and
vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the Auditor.
114.
Auditors shall, if so required by the Directors, make a report on the accounts of the Company during
their tenure of office at the next annual general meeting following their appointment in the case of a company that is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their
appointment in the case of a company that is registered with the Registrar of Companies as an exempted company and at any other time during their term of office, upon request of the Directors or any general meeting of the Members.
NOTICES
115.
Except as otherwise provided in these Articles, notices shall be in writing. Notice may be given by the
Company to any Member or Director either personally or by sending it by
next-day
or
second-day
courier service, fax, electronic mail or similar means to such Member or
Director (as the case may be) or to the address of such Member or Director as shown in the Register of Members or the Register of Directors (as the case may be) (or where the notice is given by electronic mail by sending it to the electronic mail
address provided by such Member or Director).
116.
Where a notice is sent by
next-day
or
second-day
courier service, service of the notice shall be deemed to be effected by properly addressing, prepaying and sending by
next-day
or
second-day
service through an internationally-recognized courier a letter containing the notice, with a confirmation of delivery, and to have been effected at the expiration of two (2) days (not including
Saturdays or Sundays or public holidays) after the letter containing the same is sent as aforesaid. Where a notice is sent by fax to a fax number provided by the intended recipient, service of the notice shall be deemed to be effected when the
receipt of the fax is acknowledged by the recipient. Where a notice is given by electronic mail to the electronic mail address provided by the intended recipient, service shall be deemed to be effected when the receipt of the electronic mail is
acknowledged by the recipient.
117.
A notice may be given by the Company to the Person or Persons that the Company has been advised are
entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices that are required to be given under these Articles and shall be addressed to them by name, or by the title of representatives of
the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the Persons claiming to be so entitled, or at the option of the Company, by giving the notice in any manner in which the same might have
been given if the death or bankruptcy had not occurred.
- 53 -
118.
Notice of every general meeting shall be given in any manner hereinbefore authorised to every Person
shown as a Member in the Register of Members on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members and every Person upon whom
the ownership of a Share devolves by reason of his or her being a legal personal representative or a trustee in bankruptcy of a Member of record where the Member of record but for his or her death or bankruptcy would be entitled to receive notice of
the meeting, and no other Person shall be entitled to receive notices of general meetings.
119.
Whenever any notice is required by law or these Articles to be given to any Director, member of a
committee of the Board of Directors or Member, a waiver thereof in writing, signed by the Person or Persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
WINDING UP
120.
If the Company shall be wound up, assets available for distribution amongst the Members shall be
distributed, in accordance with
Section
9
.
121.
If the Company shall be wound up, the liquidator may, with the sanction of a Special Resolution of the Company
and any other sanction required by the Statute, divide amongst the Members in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for that purpose value any assets and,
subject to
Section
9
, determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees
upon such trusts for the benefit of the Members as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability.
- 54 -
INDEMNITY
122.
To the maximum extent permitted by applicable law, the Directors and officers for the time being of the
Company and any trustee for the time being acting in relation to any of the affairs of the Company and their heirs, executors, administrators and personal representatives respectively shall be indemnified out of the assets of the Company from and
against all actions, proceedings, costs, charges, losses, damages and expenses that they or any of them shall or may incur or sustain by reason of any act done or omitted in or about the execution of their duty in their respective offices or trusts,
except such (if any) as they shall incur or sustain by or through their own fraud or dishonesty, and no such Director or officer or trustee shall be answerable for the acts, receipts, neglects or defaults of any other Director or officer or trustee
or for joining in any receipt for the sake of conformity or for the solvency or honesty of any banker or other Persons with whom any monies or effects belonging to the Company may be lodged or deposited for safe custody or for any insufficiency of
any security upon which any monies of the Company may be invested or for any other loss or damage due to any such cause as aforesaid or which may happen in or about the execution of his or her office or trust unless the same shall happen through the
fraud or dishonesty of such Director or officer or trustee. Except with respect to proceedings to enforce rights to indemnification pursuant to this Article, the Company shall indemnify any such indemnitee pursuant to this Article in connection with
a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this Article shall include the right to be paid by the Company
the expenses incurred in defending any such proceeding in advance of its final disposition to the maximum extent provided by, and subject to the requirements of, applicable law, so long as the indemnitee agrees with the Company to repay all amounts
so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Article.
123.
To the maximum extent permitted by applicable law, the Directors and officers for the time being of the
Company and any trustee for the time being acting in relation to any of the affairs of the Company and their heirs, executors, administrators and personal representatives respectively shall not be personally liable to the Company or its Members for
monetary damages for breach of their duty in their respective offices, except such (if any) as they shall incur or sustain by or through their own fraud or dishonesty respectively.
FINANCIAL YEAR
124.
Unless the Directors otherwise prescribe, the financial year of the Company shall end on the 31
st
of December in each year and, following the year of incorporation, shall begin on the 1st of January in each year.
TRANSFER BY WAY OF CONTINUATION
125.
If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute
and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
- 55 -

----- d56487dex32.htm -----
EX-3.2
3
d56487dex32.htm
EX-3.2
EX-3.2
Exhibit 3.2
THE COMPANIES ACT (REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
TENTH AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
OPay Limited
(adopted by a Special Resolution passed on August 25, 2026 and effective immediately prior to the completion of the initial
public offering of the Company’s American Depositary Shares representing its Ordinary Shares)
1.
The name of the Company is OPay Limited.
2.
The Registered Office of the Company will be situated at the office of Vistra (Cayman) Limited, P. O. Box 31119
Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 - 1205, Cayman Islands, or at such other location within the Cayman Islands as the Directors may from time to time determine.
3.
The objects for which the Company is established are unrestricted and the Company shall have full power and
authority to carry out any object not prohibited by the Companies Act or any other law of the Cayman Islands.
4.
The Company shall have and be capable of exercising all the functions of a natural person of full capacity
irrespective of any question of corporate benefit as provided by the Companies Act.
5.
The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of
the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all
of its powers necessary for the carrying on of its business outside the Cayman Islands.
6.
The liability of each Shareholder is limited to the amount, if any, unpaid on the Shares held by such
Shareholder.
7.
The authorised share capital of the Company is US$50,000 divided into 12,500,000,000 ordinary shares of par
value of US$0.000004 each. Subject to the Companies Act and the Articles, the Company shall have power to redeem or purchase any of its Shares and to increase or reduce its authorised share capital and to
sub-divide
or consolidate the said Shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege
or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or
otherwise shall be subject to the powers on the part of the Company hereinbefore provided.
1
8.
The Company has the power contained in the Companies Act to deregister in the Cayman Islands and be registered
by way of continuation in some other jurisdiction.
9.
Capitalised terms that are not defined in this Memorandum of Association bear the same meanings as those given
in the Articles of Association of the Company.
2
THE COMPANIES ACT (REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
TENTH AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
OPay Limited
(adopted by a Special Resolution passed on August 25, 2026 and effective immediately prior to the completion of the initial
public offering of the Company’s American Depositary Shares representing its Ordinary Shares)
TABLE A
The regulations contained or incorporated in Table A in the First Schedule of the Companies Act shall not apply to the Company and the following Articles
shall comprise the Articles of Association of the Company.
1.
In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent with
the subject or context:
“ADS”
means an American Depositary Share representing Ordinary Shares;
“Affiliate”
means in respect of a Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, and (i) in the case of a natural person,
shall include, without limitation, such person’s spouse, parents, children, siblings,
mother-in-law,
father-in-law,
brothers-in-law
and
sisters-in-law,
whether by blood, marriage or adoption, a trust for the benefit of any of the foregoing, and a corporation, partnership or any other entity wholly or
jointly owned by any of the foregoing, and (ii) in the case of an entity, shall include a partnership, a corporation or any other entity or any natural person which directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such entity. The term “control” shall mean the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting power of the corporation, partnership or
other entity (other than, in the case of a corporation, securities having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors or
equivalent decision-making body of such corporation, partnership or other entity;
1
“Articles”
means these articles of association of the Company, as amended, restated and/or substituted from time to time;
“Board” and “Board of Directors” and “Directors”
means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof;
“Chairman”
means the chairman of the Board of Directors;
“Class” or “Classes”
means any class or classes of Shares as may from time to time be issued by the Company;
“Commission”
means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act;
“Communication Facilities”
means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communications, internet or online conferencing application or telecommunications facilities by
means of which all Persons participating in a meeting are capable of hearing and being heard by each other;
“Company”
means OPay Limited, a Cayman Islands exempted company;
“Companies Act”
means the Companies Act (Revised) of the Cayman Islands and any statutory amendment or
re-enactment
thereof;
“Company’s Website”
means the main corporate/investor relations website of the Company, the address or domain name of which has been disclosed in any registration statement filed by the Company with the Commission in connection with its initial public
offering of the ADSs, or which has otherwise been notified to Shareholders;
“Designated Stock Exchange”
means the stock exchange in the United States on which any Shares or ADSs are listed for trading;
2
“Designated Stock Exchange Rules”
means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares or ADSs on the Designated Stock Exchange;
“electronic”
has the meaning given to it in the Electronic Transactions Act and any amendment thereto or
re-enactments
thereof for the time being in force and includes every other law incorporated
therewith or substituted therefor;
“electronic communication”
means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Commission) or other electronic
delivery methods as otherwise decided and approved by not less than a majority of the vote of the Board;
“electronic record”
has the meaning given to it in the Electronic Transactions Act and any amendment thereto or
re-enactments
thereof for the time being in force and includes every other law incorporated
therewith or substituted therefor;
“Electronic Transactions Act”
means the Electronic Transactions Act (Revised) of the Cayman Islands and any statutory amendment or
re-enactment
thereof;
“Memorandum of Association”
means the memorandum of association of the Company, as amended or substituted from time to time;
“Ordinary Resolution”
means a resolution:
(a)   passed by a simple majority of the votes cast by such Shareholders as, being entitled to do
so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company held in accordance with these Articles (in computing the majority regard shall
be had to the number of votes to which each Shareholder is entitled by these Articles); or
(b)   approved in writing by all of the Shareholders entitled to vote at a general meeting of the
Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is
executed;
3
“Ordinary Share”
means an ordinary share of par value of US$0.000004 in the capital of the Company, designated as an Ordinary Share and having the rights provided for in these Articles;
“paid up”
means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up;
“Person”
means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires;
“Present”
means, in respect of any Person, such Person’s presence at a general meeting of Shareholders (or any meeting of the holders of any Class of Shares), which may be satisfied by means of such Person or, if a corporation or
other
non-natural
Person, its duly authorised representative (or, in the case of any Shareholder, a proxy which has been validly appointed by such Shareholder in accordance with these Articles), being:
(a) physically present at the meeting; or (b) in the case of any meeting at which Communication Facilities are permitted in accordance with these Articles, including any Virtual Meeting, connected by means of the use of such Communication
Facilities;
“Register”
means the register of members of the Company maintained in accordance with the Companies Act;
“Registered Office”
means the registered office of the Company as required by the Companies Act;
“Seal”
means the common seal of the Company (if adopted) including any facsimile thereof;
“Secretary”
means any Person appointed by the Directors to perform any of the duties of the secretary of the Company;
“Securities Act”
means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;
“Share”
means a share in the capital of the Company. All references to “Shares” herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression
“Share” shall include a fraction of a Share;
“Shareholder”
means a Person who is registered as the holder of one or more Shares in the Register;
“Share Premium Account”
means the share premium account established in accordance with these Articles and the Companies Act;
4
“signed”
means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a Person with
the intent to sign the electronic communication;
“Special Resolution”
means a special resolution of the Company passed in accordance with the Companies Act, being a resolution:
(a)   passed by not less than
two-thirds
of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company of which notice
specifying the intention to propose the resolution as a special resolution has been duly given; or
(b)   approved in writing by all of the Shareholders entitled to vote at a general meeting of the
Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is
executed;
“Treasury Share”
means a Share held in the name of the Company as a treasury share in accordance with the Companies Act;
“United States”
means the United States of America, its territories, its possessions and all areas subject to its jurisdiction; and
“Virtual Meeting”
means any general meeting of the Shareholders (or any meeting of the holders of any Class of Shares) at which the Shareholders (and any other permitted participants of such meeting, including without limitation the chairman of
the meeting and any Directors) are permitted to attend and participate solely by means of Communication Facilities.
2.
In these Articles, save where the context requires otherwise:
(a)
words importing the singular number shall include the plural number and vice versa;
(b)
words importing the masculine gender only shall include the feminine gender and any Person as the context may
require;
(c)
the word “may” shall be construed as permissive and the word “shall” shall be construed
as imperative;
(d)
reference to a dollar or dollars (or US$) and to a cent or cents is reference to dollars and cents of the
United States of America;
5
(e)
reference to a statutory enactment shall include reference to any amendment or
re-enactment
thereof for the time being in force;
(f)
reference to any determination by the Directors shall be construed as a determination by the Directors in their
sole and absolute discretion and shall be applicable either generally or in any particular case;
(g)
any phrase introduced by the terms “including”, “include” or “in
particular” or similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
(h)
reference to “in writing” shall be construed as written or represented by any means reproducible in
writing, including any form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format for storage or transmission for writing including in the form of an electronic record or partly one and partly
another;
(i)
any requirements as to delivery under the Articles include delivery in the form of an electronic record or an
electronic communication;
(j)
any requirements as to execution or signature under the Articles, including the execution of the Articles
themselves, can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Act; and
(k)
Sections 8 and 19(3) of the Electronic Transactions Act shall not apply.
3.
Subject to the last two preceding Articles, any words defined in the Companies Act shall, if not inconsistent
with the subject or context, bear the same meaning in these Articles.
PRELIMINARY
4.
The business of the Company may be conducted as the Directors see fit.
5.
The Registered Office shall be at such address in the Cayman Islands as the Directors may from time to time
determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine.
6.
The expenses incurred in the formation of the Company and in connection with the offer for subscription and
issue of Shares shall be paid by the Company. Such expenses may be amortised over such period as the Directors may determine and the amount so paid shall be charged against income and/or capital in the accounts of the Company as the Directors shall
determine.
7.
The Directors shall keep, or cause to be kept, the Register at such place as the Directors may from time to
time determine and, in the absence of any such determination, the Register shall be kept at the Registered Office.
6
SHARES
8.
Subject to these Articles and where applicable the Designated Stock Exchange Rules, all Shares for the time
being unissued shall be under the control of the Directors who may, in their absolute discretion and without the approval of the Shareholders, cause the Company to:
(a)
issue, allot, or otherwise dispose of Shares (including, without limitation, preferred shares) (whether in
certificated form or
non-certificated
form) to such Persons, in such manner, at such times and on such terms and having such rights and being subject to such restrictions as they may from time to time
determine;
(b)
grant rights over Shares or other securities to be issued in one or more classes or series as they deem
necessary or appropriate and determine the designations, powers, preferences, privileges and other rights attaching to such Shares or securities, including dividend rights, voting rights, conversion rights, terms of redemption and liquidation
preferences, any or all of which may be greater than the powers, preferences, privileges and rights associated with the then issued and outstanding Shares, at such times and on such other terms as they think proper; and
(c)
grant options with respect to Shares and issue warrants or similar instruments with respect thereto, at such
times and on such terms and having such rights and being subject to such restrictions as they may from time to time determine.
9.
The Directors may authorise the division of Shares into any number of Classes and the different Classes shall
be authorised, established and designated (or
re-designated
as the case may be) and the variations in the relative rights (including, without limitation, voting, dividend and redemption rights), restrictions,
preferences, privileges and payment obligations as between the different Classes (if any) may be fixed and determined by the Directors or by an Ordinary Resolution. The Directors may issue Shares with such preferred or other rights, all or any of
which may be greater than the rights of Ordinary Shares, at such time and on such terms as they may think appropriate. Notwithstanding Article 12, the Directors may issue from time to time, out of the authorised share capital of the Company, series
of preferred shares in their absolute discretion and without approval of the Shareholders; provided, however, before any preferred shares of any such series are issued, the Directors may by resolution of Directors determine, with respect to any
series of preferred shares, the terms and rights of that series, including:
(a)
the designation of such series, the number of preferred shares to constitute such series and the subscription
price thereof if different from the par value thereof;
(b)
whether the preferred shares of such series shall have voting rights, in addition to any voting rights provided
by law, and, if so, the terms of such voting rights, which may be general or limited;
7
(c)
the dividends, if any, payable on such series, whether any such dividends shall be cumulative, and, if so, from
what dates, the conditions and dates upon which such dividends shall be payable, and the preference or relation which such dividends shall bear to the dividends payable on any shares of any other class or any other series of shares;
(d)
whether the preferred shares of such series shall be subject to redemption by the Company, and, if so, the
times, prices and other conditions of such redemption;
(e)
whether the preferred shares of such series shall have any rights to receive any part of the assets available
for distribution amongst the Shareholders upon the liquidation of the Company, and, if so, the terms of such liquidation preference, and the relation which such liquidation preference shall bear to the entitlements of the holders of shares of any
other class or any other series of shares;
(f)
whether the preferred shares of such series shall be subject to the operation of a retirement or sinking fund
and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the preferred shares of such series for retirement or other corporate purposes and the terms and provisions relative
to the operation thereof;
(g)
whether the preferred shares of such series shall be convertible into, or exchangeable for, shares of any other
class or any other series of preferred shares or any other securities and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or
exchange;
(h)
the limitations and restrictions, if any, to be effective while any preferred shares of such series are
outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Company of, the existing shares or shares of any other class of shares or any other series of preferred
shares;
(i)
the conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon the issue of
any additional shares, including additional shares of such series or of any other class of shares or any other series of preferred shares; and
(j)
any other powers, preferences and relative, participating, optional and other special rights, and any
qualifications, limitations and restrictions thereof; and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued. The Company shall not issue Shares to bearer.
8
10.
The Company may insofar as may be permitted by law, pay a commission to any Person in consideration of his
subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares. Such commissions may be satisfied by the payment of cash or the lodgment of fully or partly
paid-up
Shares or partly in
one way and partly in the other. The Company may also pay such brokerage as may be lawful on any issue of Shares.
11.
The Directors may refuse to accept any application for Shares, and may accept any application in whole or in
part, for any reason or for no reason.
MODIFICATION OF RIGHTS
12.
Whenever the capital of the Company is divided into different Classes the rights attached to any such
Class may, subject to any rights or restrictions for the time being attached to any Class, only be materially and adversely varied with the consent in writing of the holders of
two-thirds
of the issued
Shares of that Class or with the sanction of a Special Resolution passed at a separate meeting of the holders of the Shares of that Class. To every such separate meeting all the provisions of these Articles relating to general meetings of the
Company or to the proceedings thereat shall,
mutatis mutandis
, apply, except that the necessary quorum shall be one or more Persons holding or representing by proxy at least
one-third
in nominal or par
value amount of the issued Shares of the relevant Class (but so that if at any adjourned meeting of such holders a quorum as above defined is not Present, those Shareholders who are Present shall form a quorum) and that, subject to any rights or
restrictions for the time being attached to the Shares of that Class, every Shareholder of the Class shall on a poll have one vote for each Share of the Class held by him. For the purposes of this Article the Directors may treat all the
Classes or any two or more Classes as forming one Class if they consider that all such Classes would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate Classes.
13.
The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights
shall not, subject to any rights or restrictions for the time being attached to the Shares of that Class, be deemed to be materially and adversely varied by, inter alia, the creation, allotment or issue of further Shares ranking
pari passu
with or subsequent to them or the redemption or purchase of any Shares of any Class by the Company. The rights of the holders of Shares shall not be deemed to be materially and adversely varied by the creation or issue of Shares with preferred
or other rights including, without limitation, the creation of Shares with enhanced or weighted voting rights.
CERTIFICATES
14.
A Shareholder may only be entitled to a share certificate if the Directors resolve that share certificates
shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other person authorised by the Directors. The Directors may
authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered
to the Company for transfer shall be cancelled and, subject to these Articles, no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled.
9
15.
Every share certificate of the Company shall bear such legends as may be required under applicable laws,
including the Securities Act.
16.
No certificate shall be issued representing shares of more than one class.
17.
If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new
certificate representing the same Shares may be issued to the relevant Shareholder upon request, subject to delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and
indemnity and the payment of
out-of-pocket
expenses of the Company in connection with the request as the Directors may think fit.
18.
The Company shall not be bound to issue more than one certificate for Shares held jointly by more than one
person. In the event that Shares are held jointly by several Persons, any request may be made by any one of the joint holders and if so made shall be binding on all of the joint holders.
FRACTIONAL SHARES
19.
The Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be subject to and
carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contributions, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice to
the generality of the foregoing, voting and participation rights) and other attributes of a whole Share. If more than one fraction of a Share of the same Class is issued to or acquired by the same Shareholder such fractions shall be
accumulated.
LIEN
20.
The Company has a first and paramount lien on every Share (whether or not fully paid) for all amounts (whether
presently payable or not) payable at a fixed time or called in respect of that Share. The Company also has a first and paramount lien on every Share registered in the name of a Person indebted or under liability to the Company (whether he is the
sole registered holder of a Share or one of two or more joint holders) for all amounts owing by him or his estate to the Company (whether or not presently payable). The Directors may at any time declare a Share to be wholly or in part exempt from
the provisions of this Article. The Company’s lien on a Share extends to any amount payable in respect of it, including but not limited to dividends.
21.
The Company may sell, in such manner as the Directors in their absolute discretion think fit, any Share on
which the Company has a lien, but no sale shall be made unless an amount in respect of which the lien exists is presently payable nor until the expiration of fourteen calendar days after a notice in writing, demanding payment of such part of the
amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the Share, or the Persons entitled thereto by reason of his death or bankruptcy.
10
22.
For giving effect to any such sale the Directors may authorise a Person to transfer the Shares sold to the
purchaser thereof. The purchaser shall be registered as the holder of the Shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any
irregularity or invalidity in the proceedings in reference to the sale.
23.
The proceeds of the sale after deduction of expenses, fees and commissions incurred by the Company shall be
received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to
the sale) be paid to the Person entitled to the Shares immediately prior to the sale.
CALLS ON SHARES
24.
Subject to the terms of the allotment, the Directors may from time to time make calls upon the Shareholders in
respect of any moneys unpaid on their Shares, and each Shareholder shall (subject to receiving at least fourteen calendar days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount
called on such Shares. A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.
25.
The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof.
26.
If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof, the
Person from whom the sum is due shall pay interest upon the sum at the rate of eight percent per annum from the day appointed for the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that
interest wholly or in part.
27.
The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply
in the case of
non-payment
of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the amount of the Share, or by way of premium, as if the same had become
payable by virtue of a call duly made and notified.
28.
The Directors may make arrangements with respect to the issue of partly paid Shares for a difference between
the Shareholders, or the particular Shares, in the amount of calls to be paid and in the times of payment.
11
29.
The Directors may, if they think fit, receive from any Shareholder willing to advance the same all or any part
of the moneys uncalled and unpaid upon any partly paid Shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the
sanction of an Ordinary Resolution, eight percent per annum) as may be agreed upon between the Shareholder paying the sum in advance and the Directors. No such sum paid in advance of calls shall entitle the Shareholder paying such sum to any portion
of a dividend declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable.
FORFEITURE OF SHARES
30.
If a Shareholder fails to pay any call or instalment of a call in respect of partly paid Shares on the day
appointed for payment, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any
interest which may have accrued.
31.
The notice shall name a further day (not earlier than the expiration of fourteen calendar days from the date of
the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of
non-payment
at or before the time appointed, the Shares in respect of which the call was
made will be liable to be forfeited.
32.
If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which the
notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution of the Directors to that effect.
33.
A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors think
fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.
34.
A Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the forfeited Shares,
but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the Shares forfeited, but his liability shall cease if and when the Company receives payment
in full of the amount unpaid on the Shares forfeited.
35.
A certificate in writing under the hand of a Director that a Share has been duly forfeited on a date stated in
the certificate shall be conclusive evidence of the facts in the declaration as against all Persons claiming to be entitled to the Share.
36.
The Company may receive the consideration, if any, given for a Share on any sale or disposition thereof
pursuant to the provisions of these Articles as to forfeiture and may execute a transfer of the Share in favour of the Person to whom the Share is sold or disposed of and that Person shall be registered as the holder of the Share and shall not be
bound to see to the application of the purchase money, if any, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the disposition or sale.
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37.
The provisions of these Articles as to forfeiture shall apply in the case of
non-payment
of any sum which by the terms of issue of a Share becomes due and payable, whether on account of the amount of the Share, or by way of premium, as if the same had been payable by virtue of a call
duly made and notified.
TRANSFER OF SHARES
38.
The instrument of transfer of any Share shall be in writing and in any usual or common form or such other form
as the Directors may, in their absolute discretion, approve and be executed by or on behalf of the transferor and if in respect of a nil or partly paid up Share, or if so required by the Directors, shall also be executed on behalf of the transferee
and shall be accompanied by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain
a Shareholder until the name of the transferee is entered in the Register in respect of the relevant Shares. Subject to these Articles, any Shareholder may transfer all or any of his shares by an instrument of transfer in the usual or common form or
in a form prescribed by the Designated Stock Exchange or in any other form approved by the Board and may be under hand or, if the transferor or transferee is a clearing house or a central depository house or its nominee(s), by hand or by machine
imprinted signature or by such other manner of execution as the Board may approve from time to time.
39.
(a)
The Directors may in their absolute discretion decline to register any transfer of Shares which is not fully
paid up or on which the Company has a lien.
(b)
The Directors may also decline to register any transfer of any Share unless:
(i)
the instrument of transfer is lodged with the Company, accompanied by the certificate for the Shares to which
it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;
(ii)
the instrument of transfer is in respect of only one Class of Shares;
(iii)
the instrument of transfer is properly stamped, if required;
(iv)
in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferred
does not exceed four; and
(v)
a fee of such maximum sum as the Designated Stock Exchange may determine to be payable, or such lesser sum as
the Board of Directors may from time to time require, is paid to the Company in respect thereof.
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40.
The registration of transfers may, after compliance with any notice required by the Designated Stock Exchange
Rules, be suspended and the Register closed at such times and for such periods as the Directors may, in their absolute discretion, from time to time determine, provided always that such registration of transfer shall not be suspended nor the
Register closed for more than thirty calendar days in any calendar year.
41.
All instruments of transfer that are registered shall be retained by the Company. If the Directors refuse to
register a transfer of any Shares, they shall within two calendar months after the date on which the transfer was lodged with the Company send notice of the refusal to each of the transferor and the transferee.
TRANSMISSION OF SHARES
42.
The legal personal representative of a deceased sole holder of a Share shall be the only Person recognised by
the Company as having any title to the Share. In the case of a Share registered in the name of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased survivor, shall be the only Person recognised by the
Company as having any title to the Share.
43.
Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall, upon
such evidence being produced as may from time to time be required by the Directors, have the right either to be registered as a Shareholder in respect of the Share or, instead of being registered himself, to make such transfer of the Share as the
deceased or bankrupt Person could have made; but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the deceased or bankrupt Person before the
death or bankruptcy.
44.
A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled
to the same dividends and other advantages to which he would be entitled if he were the registered Shareholder, except that he shall not, before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any
right conferred by membership in relation to meetings of the Company, provided however, that the Directors may at any time give notice requiring any such Person to elect either to be registered himself or to transfer the Share, and if the notice is
not complied with within ninety calendar days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.
REGISTRATION OF EMPOWERING INSTRUMENTS
45.
The Company shall be entitled to charge a fee not exceeding one dollar (US$1.00) on the registration of every
probate, letters of administration, certificate of death or marriage, power of attorney, notice in lieu of distringas, or other instrument.
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ALTERATION OF SHARE CAPITAL
46.
The Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be divided
into Shares of such Classes and amount, as the resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine.
47.
The Company may by Ordinary Resolution:
(a)
increase its share capital by new Shares of such amount as it thinks appropriate;
(b)
consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares;
(c)
divide its Shares into several classes and without prejudice to any special rights previously conferred on the
holders of existing Shares attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions which in the absence of any such determination by the Company in general meeting, as the
Directors may determine provided always that, for the avoidance of doubt, where a Class of Shares has been authorised by the Company, no resolution of the Company in general meeting is required for the issuance of Shares of that Class and
the Directors may issue Shares of that Class and determine such rights, privileges, conditions or restrictions attaching thereto as aforesaid, and further provided that where the Company issues shares which do not carry voting rights, the words
“non-voting”
shall appear in the designation of such Shares and where the equity capital includes shares with different voting rights, the designation of each Class of Shares, other than those
with the most favourable voting rights, must include the words “restricted voting” or “limited voting”;
(d)
subdivide its Shares, or any of them, into Shares of an amount smaller than that fixed by the Memorandum,
provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the Share from which the reduced Share is derived; and
(e)
cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken
by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled.
48.
All new Shares created in accordance with the provisions of the preceding Article shall be subject to the same
provisions of the Articles with reference to the payment of calls, Liens, transfer, transmission, forfeiture and otherwise as the Shares in the original share capital. The Board may settle as it considers expedient any difficulty which arises in
relation to any consolidation and division under the preceding Article and in particular but without prejudice to the generality of the foregoing may arrange for the sale of the shares representing fractions and the distribution of the net proceeds
of sale (after deduction of the expenses of such sale) in due proportion amongst the Shareholders who would have been entitled to the fractions, and for this purpose the Board may authorise some person to transfer the shares representing fractions
to their purchaser or resolve that such net proceeds be paid to the Company for the Company’s benefit. Such purchaser will not be bound to see to the application of the purchase money nor will his title to the shares be affected by any
irregularity or invalidity in the proceedings relating to the sale.
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49.
The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner
authorised by the Companies Act.
REDEMPTION, PURCHASE AND SURRENDER OF SHARES
50.
Subject to the provisions of the Companies Act and these Articles, the Company may:
(a)
issue Shares that are to be redeemed or are liable to be redeemed at the option of the Shareholder or the
Company. The redemption of Shares shall be effected in such manner and upon such terms as may be determined, before the issue of such Shares, by the Board;
(b)
purchase its own Shares (including any redeemable Shares) on such terms and in such manner and terms as have
been approved by the Board, or are otherwise authorised by these Articles; and
(c)
make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the
Companies Act, including out of capital.
51.
The purchase of any Share shall not oblige the Company to purchase any other Share other than as may be
required pursuant to applicable law and any other contractual obligations of the Company.
52.
The holder of the Shares being purchased shall be bound to deliver up to the Company the certificate(s) (if
any) thereof for cancellation and thereupon the Company shall pay to him the purchase or redemption monies or consideration in respect thereof.
53.
The Directors may accept the surrender for no consideration of any fully paid Share.
TREASURY SHARES
54.
The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall
be held as a Treasury Share.
55.
The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think
proper (including, without limitation, for nil consideration).
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GENERAL MEETINGS
56.
All general meetings other than annual general meetings shall be called extraordinary general meetings.
57.
(a)
The Company may (but shall not be obliged to) in each calendar year hold a general meeting as its annual
general meeting and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as may be determined by the Directors.
(b)
At these meetings the report of the Directors (if any) shall be presented.
58.
(a)
The Chairman or a majority of the Directors (acting by a resolution of the Board) may call general meetings,
and they shall on a Shareholders’ requisition forthwith proceed to convene an extraordinary general meeting of the Company.
(b)
A Shareholders’ requisition is a requisition of Shareholders holding at the date of deposit of the
requisition Shares which carry in aggregate not less than
one-tenth
(1/10) of the total number of votes attaching to all issued and outstanding Shares that as at the date of the deposit carry the right to vote
at general meetings of the Company.
(c)
The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited
at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists.
(d)
If there are no Directors as at the date of the deposit of the Shareholders’ requisition, or if the
Directors do not within
twenty-one
(21) calendar days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further
twenty-one
(21) calendar days, the requisitionists, or any of them representing more than
one-half
of the total voting rights of all of them, may themselves convene
a general meeting, but any meeting so convened shall not be held after the expiration of three calendar months after the expiration of the said
twenty-one
(21) calendar days.
(e)
A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as
possible as that in which general meetings are to be convened by Directors.
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NOTICE OF GENERAL MEETINGS
59.
At least ten (10) clear days’ notice shall be given for any general meeting. Every notice shall be
exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in the manner hereinafter
mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of these
Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:
(a)
in the case of an annual general meeting, by all the Shareholders (or their proxies) entitled to attend and
vote thereat; and
(b)
in the case of an extraordinary general meeting, by holders of
two-thirds
of the Shareholders having a right to attend and vote at the meeting Present or, in the case of a corporation or other
non-natural
person, represented by its
duly authorised representative or proxy.
60.
The accidental omission to give notice of a meeting to or the
non-receipt
of a notice of a meeting by any Shareholder shall not invalidate the proceedings at any meeting.
PROCEEDINGS AT GENERAL MEETINGS
61.
No business except for the appointment of a chairman for the meeting shall be transacted at any general meeting
unless a quorum of Shareholders is Present at the time when the meeting proceeds to business. One or more Shareholders holding Shares which carry in aggregate (or representing by proxy) not less than a majority of all votes attaching to all Shares
in issue and entitled to vote at such general meeting Present shall be a quorum for all purposes.
62.
If within half an hour from the time appointed for the meeting a quorum is not Present, the meeting shall be
dissolved.
63.
If the Directors wish to make this facility available for a specific general meeting or all general meetings of
the Company, attendance and participation in any general meeting of the Company may be by means of Communication Facilities. Without limiting the generality of the foregoing, the Directors may determine that any general meeting may be held as a
Virtual Meeting. The notice of any general meeting at which Communication Facilities will be utilised (including any Virtual Meeting) must disclose the Communication Facilities that will be used, including the procedures to be followed by any
Shareholder or other participant of the meeting who wishes to utilise such Communication Facilities for the purposes of attending and participating in such meeting, including attending and casting any vote thereat.
64.
The Chairman, if any, shall preside as chairman at every general meeting of the Company. If there is no such
Chairman, or if at any general meeting he is not Present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman of the meeting, any Director or Person nominated by the Directors shall preside as
chairman of that meeting, failing which the Shareholders Present shall choose any Person Present to be chairman of that meeting.
18
65.
The chairman of any general meeting shall be entitled to attend and participate at any such general meeting by
means of Communication Facilities, and to act as the chairman of such general meeting, in which event the following provisions shall apply:
(a)
The chairman of the meeting shall be deemed to be Present at the meeting; and
(b)
If the Communication Facilities are interrupted or fail for any reason to enable the chairman of the meeting to
hear and be heard by all other Persons participating in the meeting, then the other Directors Present at the meeting shall choose another Director Present to act as chairman of the meeting for the remainder of the meeting; provided that if no other
Director is Present at the meeting, or if all the Directors Present decline to take the chair, then the meeting shall be automatically adjourned to the same day in the next week and at such time and place as shall be decided by the Board of
Directors.
66.
The chairman of any general meeting at which a quorum is Present may with the consent of the meeting (and shall
if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
When a meeting, or adjourned meeting, is adjourned for fourteen calendar days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting.
67.
The Directors may cancel or postpone any duly convened general meeting at any time prior to such meeting,
except for general meetings requisitioned by the Shareholders in accordance with these Articles, for any reason or for no reason, upon notice in writing to Shareholders. A postponement may be for a stated period of any length or indefinitely as the
Directors may determine.
68.
At any general meeting a resolution put to the vote of the meeting shall be decided by poll.
69.
A poll shall be taken in such manner as the chairman of the meeting directs, and the result of the poll shall
be deemed to be the resolution of the meeting.
70.
All questions submitted to a meeting shall be decided by an Ordinary Resolution except where a greater majority
is required by these Articles or by the Companies Act. In the case of an equality of votes, the chairman of the meeting shall be entitled to a second or casting vote.
19
VOTES OF SHAREHOLDERS
71.
Subject to any rights and restrictions for the time being attached to any Share, every Shareholder Present in
person or represented by its duly authorised representative or proxy shall have one (1) vote for each Ordinary Share of which such Shareholder is the holder.
72.
In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy (or, if a
corporation or other
non-natural
person, by its duly authorised representative or proxy) shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be
determined by the order in which the names stand in the Register.
73.
Shares carrying the right to vote that are held by a Shareholder of unsound mind, or in respect of whom an
order has been made by any court having jurisdiction in lunacy, may be voted, by his committee, or other Person in the nature of a committee appointed by that court, and any such committee or other Person may vote in respect of such Shares by proxy.
74.
No Shareholder shall be entitled to vote at any general meeting of the Company unless all calls, if any, or
other sums presently payable by him in respect of Shares carrying the right to vote held by him have been paid.
75.
On a poll votes may be given either personally or by proxy.
76.
Each Shareholder, other than a recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)),
may only appoint one proxy. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under Seal or under the hand of an officer
or attorney duly authorised. A proxy need not be a Shareholder.
77.
An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may
approve.
78.
The instrument appointing a proxy shall be deposited at the Registered Office or at such other place as is
specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument
proposes to vote;
provided that the Directors may in the notice convening the meeting, or in an instrument of proxy sent
out by the Company, direct that the instrument appointing a proxy may be deposited at such other time (no later than the time for holding the meeting or adjourned meeting) at the Registered Office or at such other place as is specified for that
purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company. The chairman of the meeting may in any event at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited. An
instrument of proxy that is not deposited in the manner permitted shall be invalid.
79.
A resolution in writing signed by all the Shareholders for the time being entitled to receive notice of and to
attend and vote at general meetings of the Company (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.
20
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
80.
Any corporation which is a Shareholder or a Director may by resolution of its directors or other governing body
authorise such Person as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of a Class or of the Directors or of a committee of Directors, and the Person so authorised shall be entitled to
exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder or Director.
DEPOSITARY AND CLEARING HOUSES
81.
If a recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) is a Shareholder of the
Company it may, by resolution of its directors or other governing body or by power of attorney, authorise such Person(s) as it thinks fit to act as its representative(s) at any general meeting of the Company or of any Class of Shareholders
provided that, if more than one Person is so authorised, the authorisation shall specify the number and Class of Shares in respect of which each such Person is so authorised. A Person so authorised pursuant to this Article shall be entitled to
exercise the same powers on behalf of the recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) which he represents as that recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) could exercise if
it were an individual Shareholder holding the number and Class of Shares specified in such authorisation, including the right to vote individually.
DIRECTORS
82.
(a)
Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than
two (2) Directors, the exact number of Directors to be determined from time to time by the Board of Directors.
(b)
The Board of Directors shall elect and appoint a Chairman by a majority of the Directors then in office. The
period for which the Chairman will hold office will also be determined by a majority of all of the Directors then in office. The Chairman shall preside as chairman at every meeting of the Board of Directors. To the extent the Chairman is not present
at a meeting of the Board of Directors within fifteen minutes after the time appointed for holding the same, the attending Directors may choose one of their number to be the chairman of the meeting.
(c)
The Company may by Ordinary Resolution appoint any person to be a Director.
21
(d)
The Board may, by the affirmative vote of a simple majority of the remaining Directors present and voting at a
Board meeting, appoint any person as a Director, to fill a casual vacancy on the Board or as an addition to the Board.
(e)
An appointment of a Director may be on terms that the Director shall automatically retire from office (unless
he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the Company and the Director, if any; but no such term shall be implied in the
absence of express provision. Any Director whose term of office expires shall be eligible for
re-election
at a meeting of the Shareholders or
re-appointment
by the
Board.
83.
A Director may be removed from office by an Ordinary Resolution, notwithstanding anything in these Articles or
in any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement). A vacancy on the Board created by the removal of a Director under the previous sentence may be filled by an Ordinary
Resolution or by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting. The notice of any meeting at which a resolution to remove a Director shall be proposed or voted upon must contain a
statement of the intention to remove that Director and such notice must be served on that Director not less than ten (10) calendar days before the meeting. Such Director is entitled to attend the meeting and be heard on the motion for his
removal.
84.
The Board may, from time to time, and except as required by applicable law or Designated Stock Exchange Rules,
adopt, institute, amend, modify or revoke the corporate governance policies or initiatives of the Company and determine on various corporate governance related matters of the Company as the Board shall determine by resolution of Directors from time
to time.
85.
A Director shall not be required to hold any Shares in the Company by way of qualification. A Director who is
not a Shareholder of the Company shall nevertheless be entitled to attend and speak at general meetings.
86.
The remuneration of the Directors may be determined by the Directors or by Ordinary Resolution.
87.
The Directors shall be entitled to be paid for their travelling, hotel and other expenses properly incurred by
them in going to, attending and returning from meetings of the Directors, or any committee of the Directors, or general meetings of the Company, or otherwise in connection with the business of the Company, or to receive such fixed allowance in
respect thereof as may be determined by the Directors from time to time, or a combination partly of one such method and partly the other.
22
ALTERNATE DIRECTOR OR PROXY
88.
Any Director may in writing appoint another Person to be his alternate and, save to the extent provided
otherwise in the form of appointment, such alternate shall have authority to sign written resolutions on behalf of the appointing Director, but shall not be required to sign such written resolutions where they have been signed by the appointing
director, and to act in such Director’s place at any meeting of the Directors at which the appointing Director is unable to be present. Every such alternate shall be entitled to attend and vote at meetings of the Directors as a Director when
the Director appointing him is not personally present and where he is a Director to have a separate vote on behalf of the Director he is representing in addition to his own vote. A Director may at any time in writing revoke the appointment of an
alternate appointed by him. Such alternate shall be deemed for all purposes to be a Director and shall not be deemed to be the agent of the Director appointing him. The remuneration of such alternate shall be payable out of the remuneration of the
Director appointing him and the proportion thereof shall be agreed between them.
89.
Any Director may appoint any Person, whether or not a Director, to be the proxy of that Director to attend and
vote on his behalf, in accordance with instructions given by that Director, or in the absence of such instructions at the discretion of the proxy, at a meeting or meetings of the Directors which that Director is unable to attend personally. The
instrument appointing the proxy shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairman of the meeting of the
Directors at which such proxy is to be used, or first used, prior to the commencement of the meeting.
POWERS AND
DUTIES OF DIRECTORS
90.
Subject to the Companies Act, these Articles and any resolutions passed in a general meeting, the business of
the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior
act of the Directors that would have been valid if that resolution had not been passed.
91.
Subject to these Articles, the Directors may from time to time appoint any natural person or corporation,
whether or not a Director to hold such office in the Company as the Directors may think necessary for the administration of the Company, including but not limited to, chief executive officer, one or more other executive officers, president, one or
more vice presidents, treasurer, assistant treasurer, manager or controller, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such
powers and duties as the Directors may think fit. Any natural person or corporation so appointed by the Directors may be removed by the Directors. The Directors may also appoint one or more of their number to the office of managing director upon
like terms, but any such appointment shall ipso facto terminate if any managing director ceases for any cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office be terminated.
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92.
The Directors may appoint any natural person or corporation to be a Secretary (and if need be an assistant
Secretary or assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think fit. Any Secretary or assistant Secretary so appointed by the Directors may be removed by the
Directors or by the Company by Ordinary Resolution.
93.
The Directors may delegate any of their powers to committees consisting of such member or members of their body
as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.
94.
The Directors may from time to time and at any time by power of attorney (whether under Seal or under hand) or
otherwise appoint any company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys or authorised signatory (any such Person being an “Attorney” or
“Authorised Signatory”, respectively) of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject
to such conditions as they may think fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing with any such Attorney or Authorised Signatory as the Directors may think
fit, and may also authorise any such Attorney or Authorised Signatory to delegate all or any of the powers, authorities and discretion vested in him.
95.
The Directors may from time to time provide for the management of the affairs of the Company in such manner as
they shall think fit and the provisions contained in the three next following Articles shall not limit the general powers conferred by this Article.
96.
The Directors from time to time and at any time may establish any committees, local boards or agencies for
managing any of the affairs of the Company and may appoint any natural person or corporation to be a member of such committees or local boards and may appoint any managers or agents of the Company and may fix the remuneration of any such natural
person or corporation.
97.
The Directors from time to time and at any time may delegate to any such committee, local board, manager or
agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time being of any such local board, or any of them to fill any vacancies therein and to act notwithstanding
vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any natural person or corporation so appointed and may annul or vary
any such delegation, but no Person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.
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98.
Any such delegates as aforesaid may be authorised by the Directors to
sub-delegate
all or any of the powers, authorities, and discretion for the time being vested in them.
BORROWING POWERS OF DIRECTORS
99.
The Directors may from time to time at their discretion exercise all the powers of the Company to raise or
borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof, to issue debentures, debenture stock, bonds and other securities, whether outright or as collateral security
for any debt, liability or obligation of the Company or of any third party.
THE SEAL
100.
The Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors
provided always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming a number of affixing of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary
(or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose and every Person as aforesaid shall sign every instrument to which the Seal is so affixed in their presence.
101.
The Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint and
such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in
general form confirming a number of affixing of such facsimile Seal. The facsimile Seal shall be affixed in the presence of such Person or Persons as the Directors shall for this purpose appoint and such Person or Persons as aforesaid shall sign
every instrument to which the facsimile Seal is so affixed in their presence and such affixing of the facsimile Seal and signing as aforesaid shall have the same meaning and effect as if the Seal had been affixed in the presence of and the
instrument signed by a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose.
102.
Notwithstanding the foregoing, a Secretary or any assistant Secretary shall have the authority to affix the
Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter contained therein but which does not create any obligation binding on the Company.
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DISQUALIFICATION OF DIRECTORS
103.
The office of Director shall be vacated, if the Director:
(a)
becomes bankrupt or makes any arrangement or composition with his creditors;
(b)
dies or is found to be or becomes of unsound mind;
(c)
resigns his office by notice in writing to the Company;
(d)
without special leave of absence from the Board, is absent from meetings of the Board for three consecutive
meetings and the Board resolves that his office be vacated;
(e)
is prohibited by law from being a director; or
(f)
is removed from office pursuant to any other provision of these Articles.
PROCEEDINGS OF DIRECTORS
104.
The Directors may meet together (either within or outside the Cayman Islands) for the despatch of business,
adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. At any meeting of the Directors, each Director present in person or represented by his proxy
or alternate shall be entitled to one vote. In case of an equality of votes the chairman of the meeting shall have a second or casting vote. A Director may, and a Secretary or assistant Secretary on the requisition of a Director shall, at any time
summon a meeting of the Directors.
105.
A Director may participate in any meeting of the Directors, or of any committee appointed by the Directors of
which such Director is a member, by means of telephone or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in
person at the meeting.
106.
The quorum necessary for the transaction of the business of the Board may be fixed by the Directors, and unless
so fixed the presence of two (2) Directors then in office shall constitute a quorum. A Director represented by proxy or by an alternate Director at any meeting shall be deemed to be present for the purposes of determining whether or not a
quorum is present.
107.
A Director who is in any way, whether directly or indirectly, interested in a contract or transaction or
proposed contract or transaction with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is a member of any specified company or firm and
is to be regarded as interested in any contract or transaction which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made or transaction so consummated. Subject to
the Designated Stock Exchange Rules and disqualification by the chairman of the relevant Board meeting, a Director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he may be interested
therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or transaction or proposed contract or transaction shall come before the meeting for consideration.
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108.
A Director may hold any other office or place of profit under the Company (other than the office of auditor) in
conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company
either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested
be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary
relation thereby established. A Director, notwithstanding his interest, may be counted in the quorum present at any meeting of the Directors whereat he or any other Director is appointed to hold any such office or place of profit under the Company
or whereat the terms of any such appointment are arranged and he may vote on any such appointment or arrangement.
109.
Any Director may act by himself or through his firm in a professional capacity for the Company, and he or his
firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorise a Director or his firm to act as auditor to the Company.
110.
The Directors shall cause minutes to be made for the purpose of recording:
(a)
all appointments of officers made by the Directors;
(b)
the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and
(c)
all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of
Directors.
111.
When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to
have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings.
112.
A resolution in writing signed by all the Directors or all the members of a committee of Directors entitled to
receive notice of a meeting of Directors or committee of Directors, as the case may be (an alternate Director, subject as provided otherwise in the terms of appointment of the alternate Director, being entitled to sign such a resolution on behalf of
his appointer), shall be as valid and effectual as if it had been passed at a duly called and constituted meeting of Directors or committee of Directors, as the case may be. When signed a resolution may consist of several documents each signed by
one or more of the Directors or his duly appointed alternate.
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113.
The continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their
number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no
other purpose.
114.
Subject to any regulations imposed on it by the Directors, a committee appointed by the Directors may elect a
chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the meeting, the committee members present may choose one of their number to be
chairman of the meeting.
115.
A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any regulations
imposed on it by the Directors, questions arising at any meeting shall be determined by a majority of votes of the committee members present and in case of an equality of votes the chairman shall have a second or casting vote.
116.
All acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting as a
Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had
been duly appointed and was qualified to be a Director.
PRESUMPTION OF ASSENT
117.
A Director who is present at a meeting of the Board of Directors at which an action on any Company matter is
taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or secretary of the
meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.
DIVIDENDS
118.
Subject to any rights and restrictions for the time being attached to any Shares, the Directors may from time
to time declare dividends (including interim dividends) and other distributions on Shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor.
119.
Subject to any rights and restrictions for the time being attached to any Shares, the Company by Ordinary
Resolution may declare dividends, but no dividend shall exceed the amount recommended by the Directors.
120.
The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available
for distribution such sums as they think proper as a reserve or reserves which shall, in the absolute discretion of the Directors, be applicable for meeting contingencies or for equalising dividends or for any other purpose to which those funds may
be properly applied, and pending such application may in the absolute discretion of the Directors, either be employed in the business of the Company or be invested in such investments (other than Shares of the Company) as the Directors may from time
to time think fit.
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121.
Any dividend payable in cash to the holder of Shares may be paid in any manner determined by the Directors. If
paid by cheque it will be sent by mail addressed to the holder at his address in the Register, or addressed to such person and at such addresses as the holder may direct. Every such cheque or warrant shall, unless the holder or joint holders
otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the Register in respect of such Shares, and shall be sent at his or their risk and payment of the
cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company.
122.
The Directors may determine that a dividend shall be paid wholly or partly by the distribution of specific
assets (which may consist of the shares or securities of any other company) and may settle all questions concerning such distribution. Without limiting the generality of the foregoing, the Directors may fix the value of such specific assets, may
determine that cash payment shall be made to some Shareholders in lieu of specific assets and may vest any such specific assets in trustees on such terms as the Directors think fit.
123.
Subject to any rights and restrictions for the time being attached to any Shares, all dividends shall be
declared and paid according to the amounts paid up on the Shares, but if and for so long as nothing is paid up on any of the Shares dividends may be declared and paid according to the par value of the Shares. No amount paid on a Share in advance of
calls shall, while carrying interest, be treated for the purposes of this Article as paid on the Share.
124.
If several Persons are registered as joint holders of any Share, any of them may give effective receipts for
any dividend or other moneys payable on or in respect of the Share.
125.
No dividend shall bear interest against the Company.
126.
Any dividend unclaimed after a period of six calendar years from the date of declaration of such dividend may
be forfeited by the Board of Directors and, if so forfeited, shall revert to the Company.
ACCOUNTS, AUDIT AND ANNUAL
RETURN AND DECLARATION
127.
The books of account relating to the Company’s affairs shall be kept in such manner as may be determined
from time to time by the Directors.
128.
The books of account shall be kept at the Registered Office, or at such other place or places as the Directors
think fit, and shall always be open to the inspection of the Directors.
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129.
The Directors may from time to time determine whether and to what extent and at what times and places and under
what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Shareholders not being Directors, and no Shareholder (not being a Director) shall have any right to inspect any account or book or
document of the Company except as conferred by law or authorised by the Directors, provided that the Shareholders shall receive the annual audited financial statements of the Company.
130.
The accounts relating to the Company’s affairs shall be audited in such manner and with such financial
year end as may be determined from time to time by the Directors or failing any determination as aforesaid shall not be audited.
131.
The Directors may appoint an auditor of the Company who shall hold office until removed from office by a
resolution of the Directors and may fix his or their remuneration.
132.
Every auditor of the Company shall have a right of access at all times to the books and accounts and vouchers
of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the auditors.
133.
The auditors shall, if so required by the Directors, make a report on the accounts of the Company during their
tenure of office at the next annual general meeting following their appointment, and at any time during their term of office, upon request of the Directors or any general meeting of the Shareholders.
134.
The Directors in each calendar year shall prepare, or cause to be prepared, an annual return and declaration
setting forth the particulars required by the Companies Act and deliver a copy thereof to the Registrar of Companies in the Cayman Islands.
CAPITALISATION OF RESERVES
135.
Subject to the Companies Act, the Directors may:
(a)
resolve to capitalise an amount standing to the credit of reserves (including a Share Premium Account, capital
redemption reserve and profit and loss account), which is available for distribution;
(b)
appropriate the sum resolved to be capitalised to the Shareholders in proportion to the nominal amount of
Shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards:
(i)
paying up the amounts (if any) for the time being unpaid on Shares held by them respectively, or
(ii)
paying up in full unissued Shares or debentures of a nominal amount equal to that sum,
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and allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they
may direct) in those proportions, or partly in one way and partly in the other, but the Share Premium Account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this Article, only be applied
in paying up unissued Shares to be allotted to Shareholders credited as fully paid;
(c)
make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalised
reserve and in particular, without limitation, where Shares or debentures become distributable in fractions the Directors may deal with the fractions as they think fit;
(d)
authorise a Person to enter (on behalf of all the Shareholders concerned) into an agreement with the Company
providing for either:
(i)
the allotment to the Shareholders respectively, credited as fully paid, of Shares or debentures to which they
may be entitled on the capitalisation, or
(ii)
the payment by the Company on behalf of the Shareholders (by the application of their respective proportions of
the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing Shares,
and any such agreement made under this authority being effective and binding on all those Shareholders; and
(e)
generally do all acts and things required to give effect to the resolution.
136.
Notwithstanding any provisions in these Articles and subject to the Companies Act, the Directors may resolve to
capitalise an amount standing to the credit of reserves (including the share premium account, capital redemption reserve and profit and loss account) or otherwise available for distribution by applying such sum in paying up in full unissued Shares
to be allotted and issued to:
(a)
employees (including Directors) or service providers of the Company or its Affiliates upon exercise or vesting
of any options or awards granted under any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the Directors or the Shareholders;
(b)
any trustee of any trust or administrator of any share incentive scheme or employee benefit scheme to whom
shares are to be allotted and issued by the Company in connection with the operation of any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the Directors or
Shareholders; or
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(c)
any depositary of the Company for the purposes of the issue, allotment and delivery by the depositary of ADSs
to employees (including Directors) or service providers of the Company or its Affiliates upon exercise or vesting of any options or awards granted under any share incentive scheme or employee benefit scheme or other arrangement which relates to such
persons that has been adopted or approved by the Directors or the Shareholders.
SHARE PREMIUM ACCOUNT
137.
The Directors shall in accordance with the Companies Act establish a Share Premium Account and shall carry to
the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any Share.
138.
There shall be debited to any Share Premium Account on the redemption or purchase of a Share the difference
between the nominal value of such Share and the redemption or purchase price provided always that at the discretion of the Directors such sum may be paid out of the profits of the Company or, if permitted by the Companies Act, out of capital.
NOTICES
139.
Except as otherwise provided in these Articles, any notice or document may be served by the Company or by the
Person entitled to give notice to any Shareholder either personally, or by posting it by airmail or a recognised courier service in a prepaid letter addressed to such Shareholder at his address as appearing in the Register, or by electronic mail to
any electronic mail address such Shareholder may have specified in writing for the purpose of such service of notices, or by facsimile to any facsimile number such Shareholder may have specified in writing for the purpose of such service of notices,
or by placing it on the Company’s Website should the Directors deem it appropriate. In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands first in the Register in respect of the
joint holding, and notice so given shall be sufficient notice to all the joint holders.
140.
Notices sent from one country to another shall be sent or forwarded by prepaid airmail or a recognised courier
service.
141.
Any Shareholder Present at any meeting of the Company shall for all purposes be deemed to have received due
notice of such meeting and, where requisite, of the purposes for which such meeting was convened.
142.
Any notice or other document, if served by:
(a)
post, shall be deemed to have been served five calendar days after the time when the letter containing the same
is posted;
(b)
facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a
report confirming transmission of the facsimile in full to the facsimile number of the recipient;
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(c)
recognised courier service, shall be deemed to have been served 48 hours after the time when the letter
containing the same is delivered to the courier service; or
(d)
electronic means, shall be deemed to have been served immediately (i) upon the time of the transmission to
the electronic mail address supplied by the Shareholder to the Company or (ii) upon the time of its placement on the Company’s Website.
In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly
addressed and duly posted or delivered to the courier service.
143.
Any notice or document delivered or sent by post to or left at the registered address of any Shareholder in
accordance with the terms of these Articles shall notwithstanding that such Shareholder be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share
registered in the name of such Shareholder as sole or joint holder, unless his name shall at the time of the service of the notice or document have been removed from the Register as the holder of the Share, and such service shall for all purposes be
deemed a sufficient service of such notice or document on all Persons interested (whether jointly with or as claiming through or under him) in the Share.
144.
Notice of every general meeting of the Company shall be given to:
(a)
all Shareholders holding Shares with the right to receive notice and who have supplied to the Company an
address for the giving of notices to them; and
(b)
every Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for his
death or bankruptcy would be entitled to receive notice of the meeting.
No other Person shall be entitled to receive
notices of general meetings.
INFORMATION
145.
Subject to the relevant laws, rules and regulations applicable to the Company, no Shareholder shall be entitled
to require discovery of any information in respect of any detail of the Company’s trading or any information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company
and which in the opinion of the Board would not be in the interests of the Shareholders of the Company to communicate to the public.
146.
Subject to due compliance with the relevant laws, rules and regulations applicable to the Company, the Board
shall be entitled to release or disclose any information in its possession, custody or control regarding the Company or its affairs to any of its Shareholders including, without limitation, information contained in the Register and transfer books of
the Company.
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INDEMNITY
147.
Every Director (including for the purposes of this Article any alternate Director appointed pursuant to the
provisions of these Articles), Secretary, assistant Secretary, or other officer for the time being and from time to time of the Company (but not including the Company’s auditors) and the personal representatives of the same (each an
“Indemnified Person”) shall be indemnified and secured harmless against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such
Indemnified Person’s own dishonesty, willful default or fraud, in or about the conduct of the Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers,
authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings
concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere. To the extent permissible under applicable laws, the Shareholders waive any claim or right of action that they may have, both individually and on the
Company’s behalf, against any Director in relation to any action or failure to take action by such Director in the performance of his or her duties with or for the Company, except in respect of any dishonesty, willful default or fraud of such
Director.
148.
No Indemnified Person shall be liable:
(a)
for the acts, receipts, neglects, defaults or omissions of any other Director or officer or agent of the
Company; or
(b)
for any loss on account of defect of title to any property of the Company; or
(c)
on account of the insufficiency of any security in or upon which any money of the Company shall be invested; or
(d)
for any loss incurred through any bank, broker or other similar Person; or
(e)
for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or
oversight on such Indemnified Person’s part; or
(f)
for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of
the duties, powers, authorities, or discretions of such Indemnified Person’s office or in relation thereto;
unless
the same shall happen through such Indemnified Person’s own dishonesty, willful default or fraud.
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FINANCIAL YEAR
149.
Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31 December in
each calendar year and shall begin on 1 January in each calendar year.
NON-RECOGNITION
OF TRUSTS
150.
No Person shall be recognised by the Company as holding any Share upon any trust and the Company shall not,
unless required by law, be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any Share or (except only as otherwise provided by these Articles or as the
Companies Act requires) any other right in respect of any Share except an absolute right to the entirety thereof in each Shareholder registered in the Register.
WINDING UP
151.
If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution of the Company
and any other sanction required by the Companies Act, divide amongst the Shareholders in species or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for that purpose
value any assets and determine how the division shall be carried out as between the Shareholders or different classes of Shareholders. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts
for the benefit of the Shareholders as the liquidator, with the like sanction, shall think fit, but so that no Shareholder shall be compelled to accept any asset upon which there is a liability.
152.
If the Company shall be wound up, and the assets available for distribution amongst the Shareholders shall be
insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Shareholders in proportion to the par value of the Shares held by them. If in a winding up the
assets available for distribution amongst the Shareholders shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst the Shareholders in proportion to the
par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise. This Article is without
prejudice to the rights of the holders of Shares issued upon special terms and conditions.
AMENDMENT OF ARTICLES OF
ASSOCIATION
153.
Subject to the Companies Act, the Company may at any time and from time to time by Special Resolution alter or
amend these Articles in whole or in part.
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CLOSING OF REGISTER OR FIXING RECORD DATE
154.
For the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at any
meeting of Shareholders or any adjournment thereof, or those Shareholders that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Shareholder for any other purpose, the Directors may provide that the
Register shall be closed for transfers for a stated period which shall not exceed in any case thirty calendar days in any calendar year.
155.
In lieu of or apart from closing the Register, the Directors may fix in advance a date as the record date for
any such determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of the Shareholders and for the purpose of determining those Shareholders that are entitled to receive payment of any dividend the
Directors may, at or within ninety calendar days prior to the date of declaration of such dividend, fix a subsequent date as the record date for such determination.
156.
If the Register is not so closed and no record date is fixed for the determination of those Shareholders
entitled to receive notice of, attend or vote at a meeting of Shareholders or those Shareholders that are entitled to receive payment of a dividend, the date on which notice of the meeting is posted or the date on which the resolution of the
Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of
Shareholders has been made as provided in this Article, such determination shall apply to any adjournment thereof.
REGISTRATION BY WAY OF CONTINUATION
157.
The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside
the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar
of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect
the transfer by way of continuation of the Company.
DISCLOSURE
158.
The Directors, or any service providers (including the officers, the Secretary and the registered office
provider of the Company) specifically authorised by the Directors, shall be entitled to disclose to any regulatory or judicial authority any information regarding the affairs of the Company including without limitation information contained in the
Register and books of the Company.
36

----- d56487dex42.htm -----
EX-4.2
4
d56487dex42.htm
EX-4.2
EX-4.2
Exhibit 4.2
OPay Limited
(Incorporated
under the laws of the Cayman Islands)
Certificate No.
Ordinary Shares
US$50,000
Share Capital divided into
12,500,000,000
Ordinary shares
of par value USD 0.000004 each
THIS IS TO CERTIFY THAT
is the registered holder of
Ordinary Shares in the above-named Company subject to the Memorandum and articles of association thereof.
EXECUTED for and on behalf of the said Company on
DIRECTOR
——————————————————————

----- d56487dex44.htm -----
EX-4.4
5
d56487dex44.htm
EX-4.4
EX-4.4
Exhibit 4.4
“[*****]” DENOTES PLACES WHERE CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL,
AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
THIS SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “
Agreement
”) is made and entered into as of
August 28, 2026, by and among:
1.
OPay Limited, an exempted company organized and existing under the Laws of the Cayman Islands (the
“
Company
”);
2.
the individual and his respective holding company listed in
Schedule I
attached hereto (such individual,
the “
Founder
”, such holding company with respect to 118,761,874 Ordinary Shares, the “
Founder Holding Company
” and together with the Founder, each a “
Founder Party
” and collectively, the
“
Founder Parties
”);
3.
each party listed in
Schedule II
attached hereto (each, together with its successors, transferees and
permitted assigns, a “
Ordinary Shareholder
”, and collectively, the “
Ordinary Shareholders
”);
4.
each party listed in
Schedule II
I
attached hereto (each, together with its successors,
transferees and permitted assigns, a “
Series Seed Preferred Shareholder
”, and collectively, the “
Series Seed Preferred Shareholders
”);
5.
each party listed in
Schedule IV
attached hereto (each, together with its successors, transferees and
permitted assigns, an “
Series Seed+ Preferred Shareholder
”, and collectively, the “
Series Seed+ Preferred Shareholders
”); and
6.
each party listed in
Schedule V
attached hereto (each, together with its successors, transferees and
permitted assigns, a “
Series A Preferred Shareholder
”, and collectively, the “
Series A Preferred Shareholders
”);
7.
each party listed in
Schedule VI
attached hereto (each, together with its successors, transferees and
permitted assigns, a “
Series B Preferred Shareholder
”, and collectively, the “
Series B Preferred Shareholders
”); and
8.
each party listed in
Schedule VII
attached hereto (each, together with its successors, transferees and
permitted assigns, a “
Series C Preferred Shareholder
”, and collectively, the “
Series C Preferred Shareholders
”).
The Company and each existing or future Subsidiary of any of them may hereinafter be collectively referred to as the “
Group
Companies
”, and each, a “
Group Company
”.
For the purposes of this Agreement: (A) a
“
Subsidiary
” means as of the relevant date of determination, with respect to any Person (the “
subject entity
”), (i) any Person (x) more than fifty percent (50%) of whose shares or other interests entitled
to vote in the election of directors or (y) more than a fifty percent (50%) interest in the profits or capital of such Person are owned or Controlled directly or indirectly by the subject entity or through one (1) or more subsidiaries of
the subject entity, (ii) any Person whose assets, or portions thereof, are consolidated with the net earnings of the subject entity and are recorded on the books of the subject entity for financial reporting purposes in accordance with
generally acceptable accounting principles, consistently applied, (iii) any Person 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; or (iv) any Person who is otherwise Controlled by the subject entity; and (B) a reference to a “
Person
” shall include an individual, a partnership (including a limited liability partnership), a company, an
association, a joint stock company, a limited liability company, a trust, a joint venture, a legal person, an unincorporated organization and a Governmental Authority (as defined in the Restated Articles (as defined below)); and (C)
“
Controlled
” means, with respect to a Person, the power or authority, whether exercised or not, to direct the business, management and policies of such Person, directly or indirectly, whether through the ownership of voting
securities, by Contract (as defined below) or otherwise;
provided that
such power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the
votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of a majority of the board of directors of such Person (or any equivalent governing body).
1
The Series Seed Preferred Shareholders, the Series Seed+ Preferred Shareholders, the Series
A Preferred Shareholders, the Series B Preferred Shareholders and the Series C Preferred Shareholders may hereinafter be collectively referred to as the “
Preferred Holders/Investors
”, and each, a “
Preferred
Holder/Investor
”.
The parties hereto are hereinafter together referred to as the “
Parties
” and each
individually as a “
Party
”. Capitalized terms used and not defined herein shall have the meanings given to them in the Eighth Amended and Restated Memorandum and Articles of Association dated as of December 18, 2025 (the
“
Restated Articles
”).
For the purposes of this Agreement, the term “
Affiliate
” means, with respect
to any Person other than SVF , (A) in case such Person is a natural person, such Person’s Relatives and any Person Controlled, directly or indirectly, by such Person or his/her Relatives; (B) in case such Person is not a natural person,
any Person which, directly or indirectly, Controls, is Controlled by or is under common Control with such Person, including, without limitation any member, general partner, officer or director of such Person and any venture capital fund now or
hereafter existing which is Controlled by or under common Control with one or more general partners or shares the same management company with such Person. In the case of IDG, Hongshan, Zhenfund, SCC, Gaorong, Lotus OMZ and HS Investments, the term
“Affiliate” also includes (i) any of its shareholders, (ii) any of such shareholder’s or its general partners or limited partners, (iii) the fund manager managing or advising it or its shareholders (and general
partners, limited partners and officers of any of them) and (iv) other funds managed or advised by the fund manager under paragraph (iii) or such other fund manager(s) and/or general partner(s) whose ultimate beneficial owner(s) are the
same as those of the fund manager or general partner of it, and (v) trusts Controlled by or for the benefit of any such Person referred to in paragraph (i), (ii), (iii) or (iv), and (vi) any fund or holding company formed for investment
purposes that is promoted, sponsored, managed, advised or serviced by it. With respect to SVF, the term “Affiliate” shall mean SoftBank Vision Fund
II-2,
L.P. and its Controlled subsidiaries. For
the avoidance of doubt, the Investors shall not be considered as an Affiliate of any Group Company under any circumstance. “
Relative
” of a natural person means the spouse of such person and any parent, grandparent, child,
grandchild, sibling, cousin, uncle, aunt, nephew or niece of such person. Notwithstanding the foregoing, the parties acknowledge and agree that (a) the name “
HongShan
” is commonly used to describe a variety of entities
(collectively, the “
HongShan Entities
”) that are affiliated by ownership or operational relationship and engaged in a broad range of activities related to investing and securities trading and (b) notwithstanding any other
provision of this Agreement to the contrary, this Agreement shall not be binding on, or restrict the activities of, any (i) HongShan Entity primarily engaged in investment and trading in the secondary securities market; (ii) the ultimate
beneficial owner of a HongShan Entity (or its general partner or ultimate general partner) who is a natural Person, and such Person’s relatives (including but without limitation, such Person’s spouse, parents, children, siblings,
mother-in-law
and
father-in-law
and brothers and
sisters-in-law),
(iii) any officer, director or employee of a HongShan Entity (or its general partner or ultimate general partner) and such Person’s relatives, and (iv) for the avoidance of doubt,
any portfolio companies of any HongShan Entity and portfolio companies of any affiliated investment fund or investment vehicle of any HongShan Entity.
2
RECITALS
A. The Company and certain other parties entered into the Acquisition and Share Purchase Agreement dated February 17, 2023 (the
“
Acquisition Agreement
”).
B. The Company, the Preferred Shareholders and certain other parties have entered into
the Fifth Amended and Restated Shareholders Agreement dated November 20, 2023 (the “
Prior Agreement
”);
C. The Parties desire to enter into this Agreement to replace the Prior Agreement in entirety for the governance, management and
operations of the Group Companies and for the rights and obligations between and among the Shareholders and the Company.
NOW, THEREFORE,
in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1.
INFORMATION RIGHTS; BOARD REPRESENTATION.
1.1
Information and Inspection Rights
. The Company covenants and agrees that:
(a)
Information Rights
. Commencing on the date of this Agreement, for so long as any Preferred Holder holds
no less than four percent (4%), of the Preferred Shares or Ordinary Shares (both as defined in the Restated Articles and collectively the “
Shares
”, and each, a “
Share
”) issuable upon conversion of the Preferred
Shares of the Company, the Company shall deliver to such Preferred Holder:
(i)
within ninety (90) days after the end of each fiscal year of each Group Company, consolidated financial
statements for the Group Companies as of the end of the fiscal year, all prepared in accordance with the International Financial Reporting Standards (“
IFRS
”) audited and certified by one of the reputable firms approved by the
majority of the Directors;
(ii)
within forty-five (45) days after the end of each fiscal quarter, unaudited consolidated financial
statements for the Group Companies as of the end of such quarter, prepared in accordance with IFRS;
(iii)
an annual expenditure and operating budget and business plan for the Group Companies at least thirty
(30) days prior to the beginning of each fiscal year and all other material matters relating to the operation, development and business of the Group Companies;
(iv)
as soon as practicable, any other information reasonably requested by such Preferred Holder, including but not
limited to, information on the financial, legal, business operation, business strategy, and corporate governance aspects of the Group Companies;
(v)
copies of all documents or other information sent to any other shareholder of the Company as reasonably
requested by such Preferred Holder in connection with its interests (the above rights, collectively, the “
Information Rights
”).
(b)
Inspection Rights
. Commencing on the date of this Agreement, for so long as any Preferred Holder holds
no less than four percent (4%), of the Shares of the Company, such Preferred Holder shall have the right, at its own expenses, to inspect, examine facilities, records and books of each Group Company, and to discuss the business, operations and
conditions of each Group Company with their respective directors, officers, key employees, accountants, legal counsel and investment bankers (the “
Inspection Rights
”), without prejudice to such Preferred Holder’s rights
under this
Section
1.1(b)
, the Company shall not be obligated to provide access to any information (i) that the Board reasonably determines in good faith to be highly confidential or (ii) the disclosure of which,
as the Board reasonably determines in good faith, would adversely affect the attorney-client privilege between the Group Companies and their counsel;
3
(c)
Special Information Rights of SVF,
Hongshan
, SCC, IDG,
Gaorong
and Inspired
Elite
. Notwithstanding anything to the contrary herein, the Company shall deliver to each of SVF, Hongshan, SCC, IDG, Gaorong and Inspired Elite, within forty-five (45) days after the end of every six (6) months an unaudited
consolidated financial statement for the Group Companies as of the end of such period, in the event that SVF, Hongshan, SCC, IDG, Gaorong and Inspired Elite (as the case may be) holds less than four percent (4%) of the Shares of the Company.
(d)
Termination of Information and Inspection Rights
. The foregoing Information Rights and Inspection Rights
shall terminate upon the consummation of a firmly underwritten public offering of the Ordinary Shares of the Company on an internationally recognized securities exchange acceptable to the holders of more than fifty one percent (51%) of the then
issued and outstanding Ordinary Shares (the “
Majority Ordinary Holders
”) and the holders of more than fifty one percent (51%) of the then issued and outstanding Preferred Shares (calculated on an
as-converted
basis) (the “
Majority Preferred Holders
”) with an offering price that reflects the market capitalization of the Company of not less than US$5,000,000,000 and with net proceeds
to the Company of at least US$300,000,000 (the “
Qualified Public Offering
”).
1.2
Board Representation
.
(a)
Election of Directors
. The Company’s Restated Articles shall provide that the Company’s
board of directors (the “
Board
”) shall consist of no more than six (6) members. The Company shall bear the reasonable costs associated with a Director attending meetings of the Board, including all travelling, lodging and
meal expenses. The Board shall hold no less than one (1) meeting during each half-year unless otherwise agreed by the majority of the Directors. At any Board meeting, each Director shall be entitled to one (1) vote respectively.
(b)
The Subsidiaries
. After the Closing (as defined in the Acquisition Agreement) and promptly upon the
reasonable request of the Majority Preferred Holders, the composition of the board of directors (or any equivalent governing body) of each Group Company (except Nigerian Subsidiary) other than the Company shall consist of the same persons as those
then on the Board. The Company shall use its best efforts to take all necessary corporate actions, including, without limitation, procuring that each Group Company shall complete the requisite filing in connection with any amendment of applicable
constitutional documents and the change of directors with the competent Governmental Authority according to applicable Laws in order to reflect the same.
2.
REGISTRATION RIGHTS.
2.1
Applicability of Rights
. The Holders (as defined below) shall be entitled to the following rights with
respect to any potential public offering of the Company’s Ordinary Shares in the United States and shall be entitled to reasonably analogous or equivalent rights with respect to any other offering of Company securities in any other
jurisdiction pursuant to which the Company undertakes to publicly offer or list such securities for trading on a recognized securities exchange.
4
2.2
Definitions
. For the purposes of this
Section
2
:
(a)
Registration
. The terms “
register
”, “
registered
”, and
“
registration
” refer to a registration effected by preparing and filing a registration statement in a form which complies with, and is declared effective by the SEC (as defined below) in accordance with, the Securities Act of
1933, as amended (the “
Securities Act
”).
(b)
Registrable Securities
. The term “
Registrable Securities
” means: (i) any
Ordinary Shares issued or issuable pursuant to conversion of any Preferred Shares, (ii) any Ordinary Shares issued (or issuable upon the conversion or exercise of any warrant, right or other security which is issued) as a dividend or other
distribution with respect to, or in exchange for or in replacement of, any Preferred Shares, and (iii) any other Ordinary Shares owned or hereafter acquired by the Preferred Holders. Notwithstanding the foregoing, “
Registrable
Securities
” shall exclude any Registrable Securities sold by a person in a transaction in which rights under this
Section
2
are not assigned in accordance with this Agreement and any Registrable Securities which
are sold in a registered public offering under the Securities Act or analogous statute of another jurisdiction, or sold pursuant to Rule 144 promulgated under the Securities Act or analogous rule of another jurisdiction.
(c)
Registrable Securities Then Outstanding
. The number of shares of “
Registrable Securities Then
Outstanding
” shall mean the number of Ordinary Shares that are Registrable Securities and are then issued and outstanding, issuable upon conversion of Preferred Shares then issued and outstanding or issuable upon conversion or exercise of
any warrant, right or other security then outstanding.
(d)
Holder
. For the purposes of this
Section
2
, the term
“
Holder
” shall mean any person owning or having the rights to acquire Registrable Securities or any permitted assignee of record of such Registrable Securities to whom rights under this
Section
2
have
been duly assigned in accordance with this Agreement.
(e)
Form
F-3
. The term “
Form
F-3
” shall mean such form under the Securities Act as is in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or
incorporation of substantial information by reference to other documents filed by the Company with the SEC.
(f)
SEC
. The term “
SEC
” or “
Commission
” shall mean the U.S. Securities
and Exchange Commission.
(g)
Registration Expenses
. The term “
Registration Expenses
” shall mean all expenses
incurred by the Company in complying with
Sections 2.3
,
2.4
and
2.5
hereof, including, without limitation, all registration and filing fees, printing expenses, fees, and disbursements of counsel for the Company, reasonable
fees and disbursements of counsel for the Holders, “blue sky” fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company
which shall be paid in any event by the Company).
(h)
Selling Expenses
. The term “
Selling Expenses
” shall mean all underwriting discounts
and selling commissions applicable to the sale of Registrable Securities pursuant to
Sections 2.3
,
2.4
and
2.5
hereof.
(i)
Exchange Act
. The term “
Exchange Act
” shall mean the Securities Exchange Act of 1934,
as amended, and any successor statute.
5
(j)
For the purposes of this Agreement, reference to registration of securities under the Securities Act and the
Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders. For the avoidance of doubt, in each such case all references in this Agreement to the Securities Act, the
Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. Law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and
Laws of and equivalent government authority in the applicable
non-U.S.
jurisdiction.
2.3
Demand Registration
.
(a)
Request by Holders
. If the Company shall, at any time or from time to time after the earlier of
(i) December 31, 2027 or (ii) the date that is six (6) months following the taking effect of a registration statement for a Qualified Public Offering, subject to the expiration of any longer
lock-up
period applicable to the relevant Holder pursuant to any
lock-up
agreement or undertaking given by such Holder,
receive a written request from the Holders
of at least thirty percent (30%) of the Registrable Securities then Outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) of the then outstanding Registrable
Securities, then the Company shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (the “
Request Notice
”) to all Holders, and use its best efforts to effect, as soon
as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days
after receipt of the Request Notice, subject only to the limitations of this
Section
2.3
;
provided that
the Company shall not be obligated to effect any such registration if the Company has, within the six (6)-month
period preceding the date of such request, already effected a registration under the Securities Act pursuant to this
Section
2.3
or
Section
2.5
or in which the Holders had an opportunity to
participate pursuant to the provisions of Section
2.4
, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders
requested be included in such registration) pursuant to the provisions of
Section
2.4(a)
.
(b)
Underwriting
. If the Holders initiating the registration request under this
Section
2.3
(the “
Initiating Holders
”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their
request made pursuant to this
Section
2.3
and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration shall be
conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through
such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of at least a majority of the Registrable Securities being registered and
reasonably acceptable to the Company. Notwithstanding any other provision of this
Section
2.3
, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities
to be underwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall
be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities Then Outstanding held by the each Holder requesting registration;
provided, however
, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration
including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company;
provided further, that
at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any
such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable
Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.
6
(c)
Maximum Number of Demand Registrations
. The Company shall not be obligated to effect more than two
(2) such registrations pursuant to this
Section
2.3
.
(d)
Deferral
. Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting
registration pursuant to this
Section
2.3
, a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the
Company and its shareholders for such registration statement to be filed at such time, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating
Holders;
provided, however, that
the Company may not utilize this right more than once in any twelve (12)-month period;
provided further, that
the Company shall not register any other of its shares during such twelve (12)-month period.
A demand right shall not be deemed to have been exercised until such deferred registration shall have been effected.
2.4
Piggyback Registrations
.
(a)
The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior
to filing any registration statement under the Securities Act for the purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the
Company, but
excluding
registration statements relating to a Qualified Public Offering (or any initial public offering duly approved by the requisite shareholders) or to any registration under
Section
2.3
or
Section
2.5
of this Agreement or to any employee benefit plan or a corporate reorganization) and shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable
Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall within twenty (20) days after receipt of the
above-described
notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration
statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any
subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.
(b)
Underwriting
. If a registration statement under which the Company gives notice under this
Section
2.4
is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a
registration pursuant to this
Section
2.4
shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent
provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting.
Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude
shares from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated,
first
, to the Company,
second
, to each of the Holders requesting inclusion of
their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by such Holders,
third
, to the other Holders requesting inclusion of their Registrable
Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by each such Holder and
fourth
, to holders of other securities of the Company;
provided, however
,
that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such
registration is not reduced below twenty-five percent (25%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested; and (ii) all shares that are not Registrable Securities and are held by any other
person, including, without limitation, any person who is an employee, officer or director of the Company (or any subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so
excluded, unless otherwise approved by the holders of a majority of the Registrable Securities. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the
underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.
7
(c)
Not Demand Registration
. Registration pursuant to this
Section
2.4
shall not
be deemed to be a demand registration as described in
Section
2.3
above. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this
Section
2.4
.
2.5
Form
F-3
or Form
S-3
Registration
. In case the Company shall receive from any Holder or Holders of at least a majority of all Registrable Securities Then Outstanding a written request or requests that the Company effect a registration on Form
F-3
or Form
S-3
(or an equivalent registration in a jurisdiction outside of the United States) and any related qualification or compliance with respect to all or a part of the
Registrable Securities owned by such Holder or Holders, then the Company will:
(a)
Notice
. Promptly give written notice of the proposed Registration and the Holder’s or
Holders’ request therefor, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b)
Registration
. As soon as practicable, effect such registration and all such qualifications and
compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the
Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty (20) days after the Company provides the notice contemplated by
Section
2.5(a)
;
provided, however, that
the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this
Section
2.5
:
(i)
if Form
F-3
or Form
S-3
is not
available for such offering by the Holders; or
(ii)
if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such
registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than US$500,000;
8
(iii)
if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of
the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such Form
F-3
Registration to be effected at such time, in which
event the Company shall have the right to defer the filing of the Form
F-3
registration statement no more than once during any twelve (12)-month period for a period of not more than sixty (60) days after
receipt of the request of the Holder or Holders under this
Section
2.5
;
provided that
the Company shall not register any of its other shares during such sixty
(60)-day
period.
A registration right under this
Section
2.5
shall not be deemed to have been exercised until such deferred registration shall have been effected.
(iv)
if the Company has, within the six (6)-month period preceding the date of such request, already effected one
registration under the Securities Act other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such
registration) pursuant to the provisions of
Sections 2.3(b)
and
2.4(b)
; or
(v)
in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a
general consent to service of process in effecting such registration, qualification or compliance.
(vi)
Not Demand Registration
. Form
F-3
or Form
S-3
registrations shall not be deemed to be demand registrations as described in
Section
2.3
above. Except as otherwise provided herein, there shall be no more than two of such registration
requested by the Holders within twelve (12) months pursuant to this
Section
2.5
.
(c)
Not Demand Registration
. Except as otherwise provided herein, there shall be no limit on the number of
times the Holders may request registration of Registrable Securities under this
Section
2.5
.
(d)
Underwriting
. If the Holders of Registrable Securities requesting registration under this
Section
2.5
intend to distribute the Registrable Securities covered by their request by means of an underwriting, the provisions of
Section
2.3(b)
shall apply to such registration.
2.6
Expenses
. All Registration Expenses incurred in connection with any registration pursuant to
Sections
2.3
,
2.4
or
2.5
(but excluding Selling Expenses, underwriting discounts and commissions, and fees for special counsel of the Holders participating in such registration) (not to exceed US$25,000) shall be borne by the Company. Each
Holder participating in a registration pursuant to
Sections 2.3
,
2.4
or
2.5
shall bear such Holder’s proportionate share (based on the total number of shares sold in such registration other than for the account of the
Company) of all Selling Expenses or other amounts payable to underwriter(s) or brokers, in connection with such offering by the Holders. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration
proceeding started pursuant to
Section
2.3
if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered, unless the Holders of a majority
of the Registrable Securities Then Outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to
Section
2.3
(in which case such registration shall also
constitute the use by all Holders of Registrable Securities of one (1) such demand registration);
provided further, however
, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the conditions,
business, or prospects of the Company not known to the Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the
Holders shall not be required to pay any of such expenses and such registration shall not constitute the use of a demand registration pursuant to
Section
2.3
.
9
2.7
Obligations of the Company
. Whenever required to effect the registration of any Registrable Securities
under this Agreement, the Company shall, as expeditiously as reasonably possible:
(a)
Registration Statement
. Prepare and file with the SEC a registration statement with respect to such
Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder (calculated on an
as-converted
basis), keep such registration statement effective for a period of up to ninety (90) days or, in the case of Registrable Securities registered under Form
F-3
in accordance with Rule 415 under the Securities Act or a successor rule, until the distribution contemplated in the registration statement has been completed;
provided, however
, that (i) such ninety
(90)-day
period shall be extended for a period of time equal to the period any Holder refrains from selling any securities included in such registration at the request of the underwriter(s), and (ii) in
the case of any registration of Registrable Securities on Form
F-3
which are intended to be offered on a continuous or delayed basis, such ninety
(90)-day
period shall
be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold.
(b)
Amendments and Supplements
. Prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration
statement.
(c)
Prospectuses
. Furnish to the Holders such number of copies of prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration.
(d)
Blue Sky
. Use its best efforts to register and qualify the securities covered by such registration
statement under such other securities Laws or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders,
provided that
the Company shall not be required in connection therewith or as a condition thereto to qualify to
do business or to file a general consent to service of process in any such states or jurisdictions unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.
(e)
Underwriting
. In the event of any underwritten public offering, enter into and perform its obligations
under an underwriting agreement in usual and customary form, with the managing underwriter(s) of such offering or underwriter(s) selected for such offering.
(f)
Notification
. Notify each Holder of Registrable Securities covered by such registration statement at any
time when a prospectus relating thereto is required to be delivered under the Securities Act of (i) the issuance of any stop order by the SEC in respect of such registration statement, or (ii) the happening of any event as a result of
which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing, and at the request of any such Holder promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so
that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances under which they were made or such prospectus, as supplemented or amended, shall comply with Law.
10
(g)
Opinion and Comfort Letter
. Furnish, at the request of any Holder requesting registration of Registrable
Securities, to such Holder, on the date that such Registrable Securities are delivered to the underwriter(s) for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the
date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is
customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and (ii) letters dated as of (x) the
effective date of the registration statement covering such Registrable Securities and (y) the closing date of the offering from the independent certified public accountants of the Company, in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders
requesting registration of Registrable Securities.
2.8
Furnish Information
. It shall be a condition precedent to the obligations of the Company to take any
action pursuant to
Sections 2.3
,
2.4
or
2.5
that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such
securities as shall be required to timely effect the Registration of their Registrable Securities.
2.9
Indemnification
. In the event any Registrable Securities are included in a registration statement under
Sections 2.3
,
2.4
or
2.5
:
(a)
By the Company
. To the extent permitted by Law and the Restated Articles, the Company will indemnify and
hold harmless each Holder, each partner, officer, director, legal counsel and any underwriter (as defined in the Securities Act) for each such Holder, and each person, if any, who controls each such Holder or underwriter within the meaning of the
Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or any other United States federal or state Law, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “
Violation
”):
(i)
any untrue statement or alleged untrue statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto;
(ii)
the omission or alleged omission to state in the registration statement, on the effective date thereof
(including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), a material fact required to be stated therein, or necessary to make the statements therein not misleading; or
(iii)
any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any United States
federal or state securities Law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any other United States federal or state securities Law in connection with the offering covered by such registration statement;
11
and the Company will reimburse each such Holder, each such partner, officer, director, legal
counsel, underwriter, and controlling person for any legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability or action;
provided, however
, that
the indemnity agreement contained in this
Section
2.9(a)
shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company
(which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon
and in conformity with written information furnished expressly for use in connection with such registration by any such Holder or any partner, officer, director, counsel, underwriter or controlling person of such Holder.
(b)
By Selling Holders
. To the maximum extent permitted by Law, each selling Holder will, if Registrable
Securities held by any Holder are included in the securities as to which such registration qualifications or compliance is being effected, severally but not jointly, indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such
other Holder’s partners, directors, officers, legal counsel or any person who controls such other selling Holder within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or
several) to which they may become subject under the Securities Act, the Exchange Act or any other United States federal or state Law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based
upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such selling Holder expressly for use in connection with such registration;
and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other selling Holder, or any such partner, officer, director or controlling person
of such other selling Holder, in connection with investigating or defending any such loss, claim, damage, liability or action;
provided, however
, that the indemnity agreement contained in this
Section
2.9(b)
shall
not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the selling Holder, which consent shall not be unreasonably withheld; and
provided further,
that
in no event shall any indemnity under this
Section
2.9(b)
exceed the net proceeds received by such selling Holder in the registered offering out of which the applicable Violation arises.
(c)
Notice
. Promptly after receipt by an indemnified party under this
Section
2.9
of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnified party under this
Section
2.9
, deliver to the
indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to
assume the defense thereof with counsel mutually satisfactory to the Parties;
provided, however, that
an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflict of interests between such indemnified party and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of liability to the indemnified party under this
Section
2.9
to the extent the indemnifying party is prejudiced as a result thereof, but the omission to so deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this
Section
2.9
.
12
(d)
Contribution
. In order to provide for just and equitable contribution to joint liability under the
Securities Act in any case in which either (i) any indemnified party makes a claim for indemnification pursuant to this
Section
2.9
but it is judicially determined (by the entry of a final judgment or decree by a court
of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this
Section
2.9
provides
for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any indemnified party in circumstances for which indemnification is provided under this
Section
2.9
; then,
and in each such case, the indemnified party and the indemnifying party will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that a Holder
(together with its related persons) is responsible for the portion represented by the percentage that the public offering price of its Registrable Securities offered by and sold under the registration statement bears to the public offering price of
all securities offered by and sold under such registration statement, and the Company and other selling Holders are responsible for the remaining portion. The relative fault of the indemnifying party and of the indemnified party shall be determined
by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party
and the Parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission;
provided, however, that
, in any such case: (A) no Holder will be required to contribute any amount
in excess of the net proceeds to such Holder from the sale of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within
the meaning of
Section
11(f)
of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.
(e)
Survival
. The obligations of the Company and Holders under this
Section
2.9
shall survive the completion of any offering of Registrable Securities in a registration statement, regardless of the expiration of any statutes of limitation or extensions of such statutes. No indemnifying party, in the defense of any such
claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or litigation.
2.10
Termination of the Company’s Obligations
. The Company’s obligations under
Sections
2.3
,
2.4
and
2.5
with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to
Sections 2.3
,
2.4
or
2.5
shall terminate on the fifth (5
th
) anniversary of the initial public offering of the Company.
2.11
No Registration Rights to Third Parties
. Without the prior written consent of the Holders of a majority
of the Registrable Securities Then Outstanding, the Company covenants and agrees that it shall not grant, or cause or permit to be created, for the benefit of any person or entity any registration rights of any kind (whether similar to the demand,
“piggyback” or Form
F-3
registration rights described in this
Section
2
, or otherwise) relating to any securities of the Company which are senior to, or on a parity with,
those granted to the Holders of Registrable Securities.
13
2.12
Rule 144 Reporting
. With a view to make available the benefits of certain rules and regulations of the
SEC which may at any time permit the sale of the Registrable Securities to the public without registration or pursuant to a registration on Form
F-3,
after such time as a public market exists for the Ordinary
Shares, the Company agrees to:
(a)
make and keep public information available, as those terms are understood and defined in Rule 144 under the
Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public;
(b)
file with the SEC in a timely manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and
(c)
so long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request
(i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the Company’s initial public offering), the Securities Act and
the Exchange Act (at any time after it has become subject to such reporting requirements), or its qualification as a registrant whose securities may be resold pursuant to Form
F-3
(at any time after it so
qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company as a Holder may reasonably request in availing itself of any rule or regulation of the SEC that
permits the selling of any such securities without registration or pursuant to Form
F-3.
2.13
Market
Stand-Off
. Each shareholder of the Company agrees that,
so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of
the Company (other than those permitted to be included in the registration and other transfers to Affiliates permitted by Law) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified
by the representative of the underwriters not to exceed one hundred and eighty (180) days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by
the underwriters. The foregoing provision of this
Section
2.13
shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the
Holders if all officers, directors and holders of one percent (1%) or more of the Company’s outstanding share capital enter into similar agreements, and if the Company or any underwriter releases any officer, director or holder of one percent
(1%) or more of the Company’s outstanding share capital from his or her sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The
Company shall require all future acquirers of the Company’s securities holding at least one percent (1%) of the then outstanding share capital of the Company to execute prior to a Qualified Public Offering a market
stand-off
agreement containing substantially similar provisions as those contained in this
Section
2.13
.
3.
RIGHT OF PARTICIPATION.
3.1
General
. Each Preferred Shareholder (each a “
Participation Rights Holder
”) shall have
the right to purchase (or designate any other person to purchase) its Pro Rata Share (as defined in
Section
3.2
) of any New Securities (as defined in
Section
3.3
) that the Company may from time to
time issued after the date of this Agreement (the “
Right of Participation
”). Each Participation Rights Holder may apportion, at its sole discretion, its Pro Rata Share among its Affiliate(s) in any proportion.
14
3.2
Pro Rata Share
. For the purposes of the Right of Participation, a Participation Rights Holder’s
“
Pro Rata Share
” is the ratio of (a) the number of Ordinary Shares (calculated on an
as-converted
basis) held by such Participation Rights Holder, to (b) the total number of
Ordinary Shares (calculated on an
as-converted
basis) issued and outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participation.
3.3
New Securities
. “
New Securities
” shall mean any Shares and any other voting shares of
the Company, whether now authorized or not, and rights, options or warrants to purchase such Shares and securities of any type whatsoever that are, or may become, convertible or exchangeable into such Shares or other voting shares of the Company,
provided, however, that
the term “
New Securities
” shall not include:
(a)
any Equity Securities issued in connection with any share split, share dividend, reclassification or other
similar event in which all Participation Rights Holders are entitled to participate on a pro rata basis;
(b)
any Equity Securities issued upon the exercise, conversion or exchange of any outstanding security if such
outstanding security constituted a New Security;
(c)
any Series C Preferred Shares issued under the Acquisition Agreement and any Ordinary Shares issued pursuant to
the conversion of any Preferred Shares;
(d)
any Equity Securities issued for equipment financing or for any acquisition by the Company or other such
reorganization, in each case, approved by shareholders’ meeting (including the approval of the Majority Preferred Holders); or
(e)
any Equity Securities issued pursuant to a Qualified Public Offering; or
(f)
any Equity Securities of the Company, the issuance of which is approved unanimously by the Board and which
approval specifically states that such Equity Securities shall not be “New Securities”.
For the purpose of
this Agreement: “
Equity Securities
” means, with respect to any Person that is a legal entity, any and all shares of capital stock, membership interests, units, profits interests, ownership interests, equity interests, registered
capital, and other equity securities of such Person, and any right, warrant, option, call, commitment, conversion privilege, preemptive right or other right to acquire any of the foregoing, or security convertible into, exchangeable or exercisable
for any of the foregoing, or any Contract providing for the acquisition of any of the foregoing.
3.4
Procedures
.
(a)
First Participation Notice
. In the event that the Company proposes to undertake an issuance of New
Securities (in a single transaction or a series of related transactions), it shall give to each Participation Rights Holder written notice of its intention to issue New Securities (the “
First Participation Notice
”), describing the
amount, the type of New Securities, the identity of the lead investor in the relevant proposed issuance of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Participation Rights
Holder shall have twenty (20) days from the date of receipt of any such First Participation Notice (the “
First Participation Period
”) to agree in writing to purchase all or any part of such Participation Rights Holder’s
Pro Rata Share of the New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to
exceed such Participation Rights Holder’s Pro Rata Share of the New Securities). If any Participation Rights Holder fails to so agree in writing within the First Participation Period to purchase such Participation Rights Holder’s full
Pro Rata Share of the New Securities, then such Participation Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of the New Securities that it did not agree to purchase.
15
(b)
Each Participation Rights Holder shall be obligated to buy such number of New Securities pursuant to this
Section
3.4
and the Company shall so notify the Participation Rights Holder within five (5) days following the date of the First Participation Notice. The transaction in connection with the New Securities shall be
consummated within forty-five (45) days after the date of the First Participation Notice.
3.5
Failure to Exercise
. Upon the expiration of the First Participation Period, the Company shall have
ninety (90) days thereafter to sell the New Securities described in the First Participation Notice (with respect to which no Right of Participation hereunder were exercised) at the same or higher price and upon
non-price
terms not more favorable to the purchasers thereof than specified in the First Participation Notice. In the event that the Company has not issued and sold such New Securities within such ninety
(90)-day
period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Participation Rights Holders pursuant to this
Section
3
.
3.6
Terminations
. The Right of Participation for each Participation Rights Holder shall terminate upon the
consummation of a Qualified Public Offering.
4.
TRANSFER RESTRICTIONS
4.1
Certain Definitions
. For the purposes of this
Section
4
, “
Ordinary
Shares
” means (i) the Company’s issued and outstanding Ordinary Shares, (ii) the Ordinary Shares issuable upon exercise of outstanding options or warrants and (iii) the Ordinary Shares issuable upon conversion of any
outstanding convertible securities; “
Restricted Shares
” means any of the Ordinary Shares now owned or subsequently acquired, directly or indirectly, by any of the Restricted Shareholders; and “
Restricted
Shareholders
” means the parties listed in Schedule VIII attached hereto. Each Person to whom the Shares are transferred by means of one of the permitted transfers specified in
Section
4
must, as a condition
precedent to the validity of such transfer, execute and deliver to each of the other Parties a Joinder Agreement in the form set forth in
Exhibit B
(a “
Joinder Agreement
”), pursuant to which such transferee or assignee
shall agree to be bound by this Agreement as if it were an original party hereto. Additionally, the Company agrees that in any future issuance of any New Securities to any Person which results in such Person holding any Shares, as a condition for
such issuance, the recipient must execute and deliver to the parties hereto a Joinder Agreement, pursuant to which such subscriber shall agree to be bound by this Agreement as if it were an original party hereto.
4.2
Sale of Restricted Shares; Notice of Sale
. Subject to
Section
4.7
of this
Agreement, if any of the Restricted Shareholders or their Permitted Transferees (as defined below) (the “
Selling Shareholder
”) proposes to sell or transfer any Restricted Shares held by it, then the Selling Shareholder shall
promptly give written notice (the “
Transfer Notice
”) to each Preferred Holder and the Company prior to such sale or transfer. The Transfer Notice shall describe in reasonable detail the proposed sale or transfer including, without
limitation, the number of Restricted Shares to be sold or transferred (the “
Offered Shares
”), the nature of such sale or transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee.
16
4.3
Right of First Refusal
.
(a)
Company
’
s Option
. The Company shall have an option within twenty (20) days
after receipt of the Transfer Notice (the “
Company
’
s Period
”) to elect to purchase all or any portion of the Offered Shares, at the same
per-share
price and subject to
the same terms and conditions as described in the Transfer Notice, exercisable by written notice to the Selling Shareholder (with a copy to the Preferred Holders) before expiration of the Company’s Period.
(b)
Preferred Holders’ Option
. To the extent the Company does not timely elect to purchase all of the
Offered Shares pursuant to
Section
4.3(a)
above, then the Selling Shareholder and the Company shall deliver to each Preferred Holder written notice (the “
Second Notice
”) thereof within twenty
(20) days after the expiration of the Company’s Period confirming the number of Offered Shares that have not been purchased by the Company, and each Preferred Holder shall have the right, exercisable upon written notice to the Selling
Shareholder, the Company, and each other Preferred Holder, within twenty (20) days after receipt of the Second Notice (the “
First Refusal Period
”), to elect to purchase all or any part of its pro rata share of the remaining
Offered Shares (the “
Remaining Offered Shares
”) equivalent to the product obtained by multiplying the aggregate number of the Remaining Offered Shares by a fraction, the numerator of which is the number of Ordinary Shares
(calculated on an
as-converted
basis) held by such Preferred Holder at the time of the transaction and the denominator of which is the total number of Ordinary Shares (calculated on an
as-converted
basis) owned by all the Preferred Holders at the time of the transaction (the “
First Refusal Allotment
”), at the same
per-share
purchase price
and subject to the same terms and conditions as described in the Transfer Notice. Subject to applicable securities Laws, each Preferred Holder shall be entitled to apportion the Remaining Offered Shares it is entitled to purchase under the First
Refusal Allotment among its Affiliates, provided that such Preferred Holder notifies the Selling Shareholder, the Company and, if applicable, the Founder Holding Company of such apportionment in advance.
(c)
Action Required
. No Preferred Holder shall have a right to purchase any of the Remaining Offered Shares
unless it exercises its right of first refusal within the First Refusal Period to purchase up to all, or any part of its pro rata share, of the Remaining Offered Shares.
(d)
Expiration Notice
. Within ten (10) days after expiration of the First Refusal Period, the Company
will give written notice (the “
First Refusal Expiration Notice”
) to the Selling Shareholder and each Preferred Holder specifying either (i) that all of the Remaining Offered Shares were purchased by the Preferred Holders by
exercising their rights of first refusal, or (ii) that the Preferred Holders have not purchased all of the Remaining Offered Shares, in which case the First Refusal Expiration Notice will specify the Preferred
Co-Sale
Pro Rata Portion (as defined below) of the Remaining Offered Shares not purchased by the Preferred Holders for the purposes of their
co-sale
rights described in
Section
4.4
below.
(e)
Purchase Price.
The purchase price per share for the Offered Shares to be purchased by the Company or
the Preferred Holders (as the case may be) exercising their right of first refusal will be the price per share set forth in the Transfer Notice, and will be payable as set forth in
Section
4.3(f)
. If the purchase price in
the Transfer Notice includes consideration other than cash, the cash equivalent value of the
non-cash
consideration will be determined by the Board in good faith, which determination will be binding upon the
Company, the Preferred Holders, and the Selling Shareholder, absent fraud or manifest error.
17
(f)
Payment
. Payment of the purchase price for the Offered Shares purchased by the Company and/or the
Preferred Holders (as the case may be) shall be made within ten (10) days following the date of the First Refusal Expiration Notice or such later time as mutually agreed by the Company and/or the relevant Preferred Holders (as the case may be)
and the relevant Selling Shareholder. Payment of the purchase price will be made by wire transfer or check as directed by the Selling Shareholder in writing, which written notice shall be delivered to Company and/or the Preferred Holder (as
applicable) by no later than three (3) Business Days following the date of the First Refusal Expiration Notice. For the purpose of this Agreement, “Business Day” shall mean a day (other than a Saturday, Sunday or public holiday)
that the banks in Cayman Islands, the PRC and the Federal Republic of Nigeria are generally open for business.
(g)
Rights of a Selling Shareholder
. If the Company or any Preferred Holder exercises its right of first
refusal to purchase the Offered Shares, then, upon the date on which the notice of such exercise is given by the Company and/or such Preferred Holder (as the case may be), the Selling Shareholder will have no further rights as a holder of such
Offered Shares except the right to receive payment for such Offered Shares from the Company and/or such Preferred Holder (as the case may be) in accordance with the terms of this Agreement, and the Selling Shareholder will forthwith cause all
certificate(s) evidencing such Offered Shares to be surrendered to the Company for cancellation and new certificate(s) evidencing the Offer Shares purchase by a Preferred Holder pursuant to its right of first refusal under this
Section
4.3
to be issued to such Preferred Holder.
(h)
Application of
Co-Sale
Rights
. If the Preferred Holders have not
elected to purchase all of the Offered Shares, then the sale of the Remaining Offered Shares not purchased by the Preferred Holders will become subject to the
co-sale
rights set forth in
Section
4.4
below.
4.4
Co-Sale
Rights
. To the extent any Preferred Holder has not
exercised its right of first refusal with respect to all the Remaining Offered Shares it is entitled to purchase, then each such Preferred Holder that has not exercised its right of first refusal provided in
Section
4.3
above shall have the right, exercisable upon written notice to the Selling Shareholder, the Company and each other Preferred Holder (the “
Co-Sale
Notice
”) within fifteen (15) days after
receipt of the First Refusal Expiration Notice (the “
Co-Sale
Right Period
”), to participate in such sale of the Offered Shares at the same
per-share
price and subject to the same terms and conditions as set forth in the Transfer Notice. The
Co-Sale
Notice shall set forth the number of Company securities (on an
as-converted
basis) that such participating Preferred Holder wishes to include in such sale or transfer, which amount shall not exceed the
Co-Sale
Pro Rata Portion of
such Preferred Holder. To the extent one or more of the Preferred Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of Offered Shares that the Selling Shareholder may sell in the
transaction shall be correspondingly reduced. To the extent that any Preferred Holder does not participate in the sale to the full extent of its
Co-Sale
Pro Rata Portion, the Selling Shareholder and the
participating Preferred Holders shall, within ten (10) days after the end of the
Co-Sale
Right Period, make such adjustments to the
Co-Sale
Pro Rata Portion of each
participating Preferred Holder so that any Remaining Offered Shares subject to the
co-sale
rights in this
Section
4.4
may be allocated to other participating Preferred Holders on a
pro rata basis. The
co-sale
right of each Preferred Holder shall be subject to the following terms and conditions:
(a)
Co-Sale
Pro Rata Portion
. Each Preferred Holder exercising its
co-sale
right may sell all or any part of that number of Ordinary Shares held by it (calculated on an
as-converted
basis) that is equal to the product obtained by multiplying
(x) the aggregate number of the Offered Shares subject to the
co-sale
right hereunder by (y) a fraction, the numerator of which is the number of Ordinary Shares (calculated on an
as-converted
basis) owned by such Preferred Holder exercising their
co-sale
rights at the time of the sale or transfer and the denominator of which is the combined number of
all Ordinary Shares (calculated on an
as-converted
basis) owned by all Preferred Holders entitled to exercise their
co-sale
rights and the Selling Shareholder
(“
Co-Sale
Pro Rata Portion
”).
18
(b)
Transferred Shares
. Each participating Preferred Holder shall effect its participation in the sale by
promptly delivering to the Selling Shareholder for cancellation, before the applicable closing, one or more certificates, properly endorsed for transfer, which represent:
(i)
the number of Company securities which such Preferred Holder elects to sell;
(ii)
that number of Preferred Shares, which is at such time convertible into the number of Ordinary Shares that such
Preferred Holder elects to sell (on an
as-converted
basis); provided in such case that, if the prospective purchaser objects to the transfer of Preferred Shares in lieu of Ordinary Shares, such Preferred
Holder shall convert such Preferred Shares into Ordinary Shares and deliver certificates for Ordinary Shares as provided in
Section
4.4(b)(i)
above. The Company agrees to make any such conversion concurrent with the actual
transfer of such shares to the purchaser; or
(iii)
a combination of the above.
(c)
Payment to Preferred Holders; Registration of Transfer
. The share certificate or certificates that a
participating Preferred Holder delivers to the Selling Shareholder pursuant to
Section
4.4(b)
shall be surrendered to the Company in consummation of the sale of the Offered Shares pursuant to the terms and conditions
specified in the Transfer Notice, and the Selling Shareholder shall concurrently therewith remit to such Preferred Holder that portion of the sale proceeds to which such Preferred Holder is entitled by reason of its participation in such sale. To
the extent that any prospective purchaser prohibits such assignment or otherwise refuses to purchase any shares or other securities from a Preferred Holder exercising its
co-sale
right hereunder, the Selling
Shareholder shall not sell to such prospective purchaser any Offered Shares unless and until, simultaneously with such sale, the Selling Shareholder shall purchase such shares or other securities from such Preferred Holder. The Company shall, upon
surrendering by the prospective purchaser or the Selling Shareholder of the certificates for the Preferred Shares or Ordinary Shares being transferred from the participating Preferred Holders as provided above, make proper entries in the register of
members of the Company and cancel the surrendered certificates and issue any new certificates in the name of the prospective purchaser or the Selling Shareholder, as the case may be, as necessary to consummate the transactions in connection with the
exercise by Preferred Holders of their
co-sale
rights under this
Section
4.4
.
4.5
Right to Transfer
. To the extent the Preferred Holders do not elect to purchase, or to participate in
the sale of, the Offered Shares subject to the Transfer Notice pursuant to
Sections 4.3
and
4.4
, the Selling Shareholder may, not later than one hundred and twenty (120) days following delivery to each Preferred Holder of the
Transfer Notice, conclude a transfer of the Offered Shares covered by the Transfer Notice which shall have not been elected to be purchased by the Preferred Holders and the number of which shall have not been reduced pursuant to the
co-sale
right of the Preferred Holders hereunder, which in each case shall be on substantially the same terms and conditions as those described in the Transfer Notice. Any proposed transfer on terms and conditions
which are materially different from those described in the Transfer Notice, as well as any subsequent proposed transfer of any Restricted Shares not consummated within such one hundred and twenty
(120)-day
period by the Selling Shareholder, shall again be subject to the right of first refusal and
co-sale
right of the Company and the Preferred Holders and shall require compliance by the Selling Shareholder with
the procedures described in
Section
4
of this Agreement.
19
4.6
Exempt Transfers
.
(a)
Subject to
Section
4.7
hereof, the right of first refusal and
co-sale
rights of the Preferred Holders shall not apply to any of the transactions set forth in
Exhibit A
attached hereto (collectively, the “
Exempted Transfers
”),
provided that
,
in the case of any Exempted Transfer
: (A) adequate documentation therefor is provided to the Preferred Holders to their satisfaction; (B) any such Permitted Transferee agrees in writing to be bound by this Agreement in place of
the relevant Selling Shareholder; (C) such Selling Shareholder shall remain liable for any breach by such Permitted Transferee of any provision hereunder; and (D) with respect to any direct or indirect transfer of Restricted Shares to a
wholly-owned Affiliate by a Restricted Shareholder, if the relevant transferee is no longer a wholly-owned Affiliate of such Restricted Shareholder, the ownership of the Shares shall be deemed to have automatically reverted to the relevant
Restricted Shareholders and such transferee shall forthwith transfer such Restricted Shares to such Restricted Shareholder or to one of its other wholly-owned Affiliate in accordance with its instructions.
(b)
For the avoidance of doubt, the Preferred Holders (including the Founder Parties with respect to the Preferred
Shares held by it) may freely transfer any Shares of the Company now or hereafter owned or held by it without limitation,
provided that
(i) such transfer is effected in compliance with all applicable Laws, and (ii) the transferee
shall execute and deliver such documents and take such other actions as may be necessary for the transferee to join in and be bound by the terms of this Agreement upon and after such transfer. The Company shall update its register of members upon
the consummation of any such permitted transfer. The Company shall use commercially reasonable efforts to provide any assistance or cooperation reasonably requested by Preferred Holders or the bona fide proposed transferee in connection with such
proposed transferee’s due diligence investigation of the Company in time,
provided that
such proposed transferee has not been reasonably and expressly objected by the Company.
4.7
Prohibited Transfers
.
(a)
Notwithstanding anything to the contrary herein, except for such transfers by Restricted Shareholder in
accordance with
Section
4.6
above, without the prior written consent of the Majority Preferred Holders, none of the Restricted Shareholders shall directly or indirectly, sell, assign, transfer, pledge, hypothecate,
mortgage, encumber or otherwise dispose of through one or a series of transactions any Company securities (except the Preferred Shares held by such Restricted Shareholder), or any equity interest in any other Group Company held by it to any Person
prior to a Qualified Public Offering.
(b)
Any attempt by a holder of Restricted Shares to transfer any Company securities (except the Preferred Shares
held by such Restricted Shareholder) or any equity interests in any other Group Company in violation of this
Section
4
shall be void and the Company and each other Group Company hereby agrees it will not effect such a
transfer nor will it treat any alleged transferee as the holder of such Company securities or the holder of such equity interests in such Group Company without the prior written consent of the Majority Preferred Holders.
20
4.8
Drag-along Rights
.
(a)
After December 31, 2027, and in the event that the Majority Preferred Holders and the Majority Ordinary
Holders (voting as a separate class) (the “
Dragging Shareholder
”), approves a Trade Sale at a valuation of the Company exceeding US$10,000,000,000 (an “
Approved Sale
”) in the general meeting, then at the request
of the Dragging Shareholder, the Company shall promptly deliver a written notice (the “
Drag-Along Notice
”) to notify each other holder of the Equity Securities of the Company of such proposed Approved Sale and the material terms
and conditions thereof, whereupon each such holder shall, subject to the provisions hereunder, in accordance with instructions received from the Company at the direction of such Dragging Shareholder:
(i)
sell, at the same time as the Dragging Shareholder sells to the proposed purchaser of Approved Sale, in the
Approved Sale, all of its Equity Securities of the Company, on the same terms and conditions as were agreed to by the Dragging Shareholder (where such Approved Sale is a sale of shares transaction);
provided, however, that
such terms and
conditions, including with respect to price paid or received per Equity Security of the Company, may differ as between different classes of the securities of the Company in accordance with their respective liquidation preferences as set forth in the
Restated Articles;
(ii)
vote all of its securities of the Company in favor of such Approved Sale;
(iii)
take all necessary actions in connection with the consummation of such Approved Sale as reasonably requested by
such Dragging Shareholder and/or the Company, including but not limited to the execution and delivery of any share transfer or other agreements prepared in connection with such Approved Sale, and the delivery, at the closing of such Approved Sale
involving a sale of shares, of all certificates representing shares held or controlled by such holder, duly endorsed for transfer or accompanied by a duly executed share transfer form, or affidavits and indemnity undertakings with respect to lost
certificates; and
(iv)
support any restructuring of such Approved Sale as, if reasonably requested by the Dragging Shareholder and/or
the Company, a merger, consolidation, restructuring or similar transaction, or a sale of all or substantially all of the assets of the Company, or otherwise.
For the purposes of this Agreement, “
Trade Sale
” shall mean any event result in any acquisitions, sale of control, merger,
consolidation, reclassifications, recapitalization,
split-off,
spin off, bankruptcy, liquidation, dissolution, winding up or other corporate reorganization, or any transaction or series of transactions in
which in excess of 50% of the Company’s voting power is transferred or in which all or substantially all of the assets of the Company are sold, or all or substantially all of the Intellectual Properties are licensed, including any Deemed
Liquidation Event, joint venture or partnership arrangements or incorporate any subsidiary or pass any resolution relating to the foregoing.
(b)
In any such Approved Sale, (i) each such holder shall bear a proportionate share (based upon the relative
proceeds received in such transaction) of the Dragging Shareholder’s reasonable fees and expenses incurred in the transaction, including, without limitation, legal, accounting and investment banking fees and expenses, and (ii) each such
holder shall severally, not jointly, join on a pro rata basis (based upon the relative proceeds received in such transaction) in any indemnification obligations that are part of the terms and conditions of such Approved Sale (other than those that
relate specifically to a particular holder, such as indemnification with respect to representations and warranties given by such holder regarding such holder’s title to and ownership of shares, due authorization, enforceability, and no
conflicts, which shall instead be given solely by such holder) but only up to the net proceeds paid to such holder in connection with such Approved Sale.
(c)
Notwithstanding any other provision of this Agreement, if an Approval Sale is structured as a Trade Sale, each
of Founder Holding Company and Opera shall have the option to elect to purchase all of the proposed shares, at the same price and subject to the same terms and conditions as described in the Drag-Along Notice. To the extent that none of Founder
Holding Company and Opera timely elects to purchase all of the proposed shares pursuant to
Section
4.8(a)
above, then the Company shall promptly deliver the Drag-Along Notice to notify each other holder of the Equity
Securities of the Company of such proposed Approved Sale and its material terms and conditions.
21
(d)
The Drag-Along Rights shall terminate upon the consummation of a Qualified Public Offering.
4.9
Restriction on Indirect Transfers
. Notwithstanding anything to the contrary herein, without the prior
written approval of the Majority Preferred Holders:
(a)
none of the Company, the Founder Parties shall, nor shall any of them cause or permit any other Person to,
directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest (except the Preferred Shares) held or Controlled by it in any Group Company to
any Person. Any transfer in violation of this
Section
4.9(a)
shall be void and the Company, the Founder Parties hereby agree not to effect such a transfer nor to treat any alleged transferee as the holder of such equity
interest (except the Preferred Shares) without the prior written consent of the Majority Preferred Holders; and
(b)
the Founder Parties shall not cause or permit any Group Company to, issue to any Person any Equity Securities
of such Group Company, or any options or warrants for, or any other securities exchangeable for or convertible into, such Equity Securities of such Group Company.
4.10
Legend
.
(a)
Each certificate representing the Restricted Shares shall be endorsed with the following legend:
“THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE
TERMS AND CONDITIONS OF A SHAREHOLDERS AGREEMENT BY AND BETWEEN THE SHAREHOLDER, THE COMPANY, CERTAIN AFFILIATES OF THE COMPANY AND CERTAIN SHAREHOLDERS OF THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY
OF THE COMPANY.”
(b)
The Company may instruct its transfer agent to impose transfer restrictions on the existing or future shares
represented by certificates bearing the legend referred to in
Section
4.10(a)
above to enforce the provisions of this Agreement and the Company agrees to promptly do so. The legend shall be removed upon termination of the
provisions of this
Section
4
.
4.11
Term
. The provisions under this
Section
4
shall terminate upon the
consummation of a Qualified Public Offering.
22
5.
AMENDMENT OF RIGHTS.
5.1
Amendment of Rights
. Any provision in this Agreement may be amended and the observance thereof may be
waived (either generally or in a particular instance and either retroactively or prospectively), only by the written consent of (i) as to the Company, only by the Company; (ii) as to the Series Seed Preferred Shareholders only with respect
to the Series Seed Preferred Shares, by the holders of more than fifty one percent (51%) of the then issued and outstanding Series Seed Preferred Shares (“
Majority Series Seed Preferred Holders
”); (iii) as to the Series Seed+
Preferred Shareholders only with respect to the Series Seed+ Preferred Shares, by the holders of more than fifty one percent (51%) of the then issued and outstanding Series Seed+ Preferred Shares (“
Majority Series Seed+ Preferred
Holders
”); (iv) as to the Series A Preferred Shareholders only with respect to the Series A Preferred Shares, by the holders of more than fifty one percent (51%) of the then issued and outstanding Series A Preferred Shares
(“
Majority Series A Preferred Holders
”); (v) as to the Series B Preferred Shareholders only with respect to the Series B Preferred Shares, by the holders of more than fifty one percent (51%) of the then issued and outstanding
Series B Preferred Shares (“
Majority Series B Preferred Holders
”); (vi) as to the Series C Preferred Shareholders only with respect to the Series C Preferred Shares, by the holders of more than fifty one percent (51%) of the then
issued and outstanding Series C Preferred Shares (“
Majority Series C Preferred Holders
”),
provided however
that if such amendment would materially and essentially impair any Preferred Holder’s rights or deprive any
Preferred Holder of any of its right under this Agreement, then such amendment shall require consent of such Preferred Holder;
provided, further, that
any holder of Preferred Shares may waive any of its rights hereunder without obtaining the
consent of any other holder of Preferred Shares; and (vii) as to the Ordinary Shareholders, by the Founder Parties and their permitted assigns. Any amendment or waiver effected in accordance with this
Section
5.1
shall
be binding upon the Company and each shareholder of the Company and their respective assigns, and each other Party hereto.
6.
CONFIDENTIALITY AND
NON-DISCLOSURE.
6.1
Disclosure of Terms
. The terms and conditions of this Agreement and the other Transaction Documents (as
defined in the Series C Purchase Agreement dated June 4, 2021, entered by the Company and certain other parties thereto), and all exhibits and schedules attached hereto and thereto (collectively, the “
Financing Terms
”),
including their existence, shall be considered confidential information and shall not be disclosed by any Party hereto to any third party except in accordance with the provisions set forth below;
provided that
such confidential information
shall not include any information that is in the public domain other than by reason of the breach of the confidentiality obligations hereunder.
6.2
Press Releases
. Any press release issued by any Group Company or its Affiliates shall not disclose any
of the Financing Terms and the substance and form of such press release shall be approved in advance in writing by Hongshan, Inspired Elite, SCC, IDG, Gaorong and HS Investments. No other announcement regarding any of the Financing Terms in a press
release, conference, advertisement, announcement, professional or trade publication, mass marketing materials or otherwise to the general public may be made without Hongshan’s, SCC’s, IDG’s, Gaorong’s and HS
Investments’ prior written consent.
6.3
Permitted Disclosures
. Notwithstanding the foregoing, any Party may disclose any of the Financing Terms
to its Affiliate, its and/or its Affiliate’s prospective permitted transferees, current or bona fide prospective investors in any fund managed by it or its Affiliates or they are investing or propose to invest funds (and each of their
respective advisors and representatives), partner, fund manager, legal counsel, auditor, insurer, accountant, consultant or to an officer, director, general partner, limited partner, fund manager, shareholder, investment counsel or advisor,
employees, investment bankers and lenders, in each case only where such persons or entities are under appropriate nondisclosure obligations. Without limiting the generality of the foregoing, the Preferred Holders shall be entitled to disclose the
Financing Terms for the purposes of fund reporting or inter-fund reporting or to their respective fund manager, other funds managed by their respective fund managers and their respective auditors, counsel, directors, officers, employees,
shareholders or investors. Notwithstanding anything to the contrary in this Agreement, no Party may disclose HS Investments and/or its Affiliates as an investor in the Company for any purpose whatsoever without HS Investments’ prior written
consent (which may be withheld for any reason and at HS Investments’ sole discretion), provided that the Company may disclose information contained in cap tables, shareholder register information and the Transaction Documents on a confidential
need-to-know
basis for future equity financing purposes without prior consent of the HS Investments.
23
6.4
Legally Compelled Disclosure
. In the event that any Party is requested or becomes legally compelled
(including without limitation, pursuant to securities Laws) to disclose the existence of this Agreement or any of the other Transaction Documents, or any of the exhibits and schedules attached hereto or thereto, or any of the Financing Terms hereof
in contravention of the provisions of this
Section
6
, such Party (the “
Disclosing Party
”) shall provide the other Parties (each, a “
Non-Disclosing
Party
”) with prompt written notice of that fact (to the extent permitted by applicable Laws) and use all reasonable efforts to seek (with the cooperation and reasonable efforts of the other Parties) a protective order, confidential
treatment or other appropriate remedy. In such event, the Disclosing Party shall furnish only that portion of the information which is legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to
the extent reasonably requested by any
Non-Disclosing
Party.
6.5
Use of Preferred Holder’s Name or Logo
. Without the prior written consent of the relevant
Preferred Holder, and whether or not such Preferred Holder is a shareholder of the Company, none of the Group Companies, their shareholders (excluding such Preferred Holder), nor any of the Founder Parties shall use, publish or reproduce the name of
Hongshan, SCC, IDG, GSR, Zhenfund, Inspired Elite, Gaorong, SVF, Softbank (including the name of “
软银
”), BAI (including the name of “Bertelsmann Asia Investment” and
“Bertelsmann”), as the case may be, or any of their respective shareholders or Affiliates or any similar names, trademarks or logos in any of their marketing, advertising or promotion materials or otherwise for any marketing, advertising
or promotional purposes.
Notwithstanding the foregoing, without HS Investments’ prior written consent (which may
be withheld for any reason and at HS Investments’ sole discretion), and whether or not HS Investments is then a shareholder of the Company, none of the members of the Group, their shareholders and the Founder Parties, or their respective
Affiliates may (and each of the foregoing shall procure their respective Representatives not to) disclose or identify HS Investments and/or its Affiliates as an investor in the Company for any purpose whatsoever and none of the members of the Group,
their shareholders and the Founder Parties, or their respective Affiliates may (and each of the foregoing shall procure their respective Representatives not to) communicate in any form HS Investments and/or its Affiliates as an investor in the
Company, provided that the Company may disclose information contained in cap tables, shareholder register information and the Transaction Documents on a confidential
need-to-know
basis for future equity financing purposes without prior consent of the HS Investments.
24
6.6
Other Information
. The provisions of this
Section
6
shall be in addition to,
and not in substitution for, the provisions of any separate nondisclosure agreement executed by any of the Parties with respect to the transactions contemplated hereby.
6.7
Notices
. All notices required under this
Section
6.7
shall be made pursuant to
Section
11.1
of this Agreement.
6.8
Term
. The provisions under this
Section
6
shall terminate upon the
consummation of a Qualified Public Offering.
7.
PROTECTIVE PROVISIONS.
7.1
Approval by Shareholders
. In addition to such other limitations as may be provided in the Restated
Articles and the Transaction Documents, for so long as the Preferred Holders own any of the Company’s share capital on an
as-converted
and fully-diluted basis, each of the following acts of the Company
shall require the prior written approval of the Majority Preferred Holders and the Majority Ordinary Holders (voting as a separate class) (for the purposes of this
Section
7
, the term “
Company
” shall
include the Company and the other Group Companies, to the extent applicable);
provided that
, where any such act requires the approval of the shareholders of the Company in accordance with applicable Laws, and the approval of the Majority
Preferred Holders and the Majority Ordinary Holders has not yet been obtained, at a meeting of the shareholders, the holders of the Preferred Shares who vote against such act shall have the voting rights equal to all the shareholders of the Company
who voted in favor of the resolution plus one (1).
(a)
any amendment or modification, alteration, repeal to or waiver of any provision of any of the memorandum or
articles of association or similar organizational documents or
by-laws
of any Group Company or any other constitutional documents, except that such amendment, modification, alteration, repeal to or waiver is
primarily in relation to the ordinary business of such Group Company and would not adversely affect the rights or preferences attaching to the Preferred Shares;
(b)
any authorization, creation, designation or issuance, whether by reclassification or otherwise, of any new
class or series of Equity Securities or any other securities convertible into, exchangeable for, or exercisable to any Equity Securities of any Group Company ranking on a parity with or senior to any Preferred Shares or any increase in the
authorized or designated number of shares of any such new class or series of Equity Securities of any Group Company
,
excluding (i) any issuance of Ordinary Shares upon conversion of the Preferred Shares and (ii) any issuance or
repurchase of Equity Securities pursuant to the terms under the equity incentive plan approved in accordance with this
Section
7
;
(c)
any acquisitions, sale of Control, merger, consolidation, reclassification, recapitalization of share capital,
split-off,
spin off, bankruptcy, liquidation, dissolution, winding up or other corporate reorganization, or any transaction or series of transactions which would constitute a change of Control event or in which all
or substantially all of the assets of the Company are sold, or all or substantially all of the intellectual properties are licensed, including any Deemed Liquidation Event (as defined in the Restated Articles), joint venture or partnership
arrangements or incorporate any subsidiary or pass any resolution relating to the foregoing;
25
(d)
any change the authorized size or composition of any Group Company’s board of directors (or any
equivalent governing body), or change the manner in which the directors are appointed, removed or replaced;
(e)
any payment, set aside or declaration of any dividend or any other form of distribution on any shares of
Ordinary Shares or Preferred Shares;
(f)
any repurchase, redemption or retirement of the Equity Securities of the Company, except for any redemption
pursuant to the terms of the Transaction Documents or any share restriction agreement approved by the Board at cost upon termination of any director, employee or consultant of the Group Companies;
(g)
any material change of the business scope or nature of the Group Companies, cessation of any business line of
any Group Company or entering into business that is outside of the current business scope;
(h)
approval of the initial public offering of the Company, except for a Qualified Public Offering;
(i)
effect any of the foregoing, as applicable, with respect to any direct or indirect Subsidiary or Affiliate of
the Company; and
(j)
any agreement or commitment to do any of the foregoing.
7.2
Approval by Directors
. In addition to such other limitations as may be provided in the Restated Articles
and the other Transaction Documents, no Group Company shall take, permit to occur, approve, authorize, or agree or commit to do any of the following, and each Party shall procure each Group Company not to take, permit to occur, approve, authorize,
or agree or commit to do any of the following, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or
otherwise, unless, otherwise approved by a majority of the Directors in advance:
(a)
any transaction (including but not limited to the termination, extension, continuation after expiry, renewal,
amendment, variation or waiver of any term under agreement with respect to any transaction or series of transactions) other than transactions that are entered into in the ordinary course of business which do not prejudice any Group Company’s
overall interests, involving a Group Company on one hand and any shareholder, director, officer, employee of any Group Company or any of its Affiliates on the other hand, except the employee salary, bonus, and other working expenses under or related
to the employment agreement;
(b)
appointment/replacement (including the terms and conditions of such appointment/replacement) of CEO, and person
in charge of finance, or comparable position of any Group Company;
(c)
appointment and removal of auditors of the Group Company or any material change in the accounting and financial
policies of the Group Company;
(d)
any creation, adoption, or termination of the equity incentive plan, or any change in the number of options or
shares to be granted under the equity incentive plan or any other equity incentive, purchase or participation plan for the benefit of any employees, officers, directors, contractors, advisors or consultants of any of the Group Companies;
(e)
incurrence of debt or assumption of any loan, facility or other financial obligation from a third party in
excess of US$5,000,000 individually or in excess of US$20,000,000 in a series of transactions in any financial year, (other than indebtedness included in the annual budget approved by the Board);
26
(f)
enter into any of the transactions (either in a single transaction or a series of related transactions)
involving an amount in excess of US$5,000,000 (or its equivalent in other currency or currencies) during any twelve (12)-month period outside the ordinary course of business;
(g)
approval or adoption of, any deviation from or amendment to the annual budget or business plan of any Group
Company;
(h)
any initial coin offering (“
ICO
”), trading, exchange, and/or any other similar transactions
involving any of the Group Companies, any Founder Party and/or any Person Affiliated with any of them (whether by ownership, nominee or operational relationship or otherwise) based on or in connection with any asset, business, scene, intellectual
property, or technology of, any of the Group Companies or involving any information concerning any Preferred Holder;
(i)
approval or adoption of a succession plan for the CEO or other
C-level
management;
(j)
effect any of the foregoing, as applicable, with respect to any direct or indirect Subsidiary or Affiliate; and
(k)
any agreement or commitment to do any of the foregoing.
7.3
Approval by the Series Seed Preferred Shareholders
. In addition to such other limitations as may be
provided in the Restated Articles and the Transaction Documents, for so long as the Series Seed Preferred Shareholders owns any of the Company’s share capital on an
as-converted
and fully-diluted basis,
any of the following acts of the Company shall require the prior written approval of the Series Seed Preferred Shareholders;
provided that
, where any such act requires the approval of the shareholders of the Company in accordance with the
applicable Laws, and the approval of Series Seed Preferred Holders has not yet been obtained, at a meeting of the shareholders, the Series Seed Preferred Shareholders who vote against such act shall have the voting rights equal to all the
shareholders of the Company who voted in favor of the resolution plus one (1):
(a)
alter or change the rights, preferences or privileges or powers, or the restrictions of the Series Seed
Preferred Shares or the number of Shares that Series Seed Preferred Shareholders holding
7.4
Approval by the Majority Series Seed+ Preferred Holders
. In addition to such other limitations as may be
provided in the Restated Articles and the Transaction Documents, for so long as the Series Seed+ Preferred Shareholders owns any of the Company’s share capital on an
as-converted
and fully-diluted basis,
any of the following acts of the Company shall require the prior written approval of the Majority Series Seed+ Preferred Holders;
provided that
, where any such act requires the approval of the shareholders of the Company in accordance with
the applicable Laws, and the approval of Majority Series Seed+ Preferred Holders has not yet been obtained, at a meeting of the shareholders, the Series Seed+ Preferred Shareholders who vote against such act shall have the voting rights equal to all
the shareholders of the Company who voted in favor of the resolution plus one (1):
(a)
alter or change the rights, preferences or privileges or powers, or the restrictions of the Series Seed+
Preferred Shares or the number of Shares that Series Seed+ Preferred Shareholders holding.
27
7.5
Approval by the Majority Series A Preferred Holders
. In addition to such other limitations as may be
provided in the Restated Articles and the Transaction Documents, for so long as the Series A Preferred Shareholders owns any of the Company’s share capital on an
as-converted
and fully-diluted basis, any
of the following acts of the Company shall require the prior written approval of the Majority Series A Preferred Holders;
provided that
, where any such act requires the approval of the shareholders of the Company in accordance with the
applicable Laws, and the approval of Majority Series A Preferred Holders has not yet been obtained, at a meeting of the shareholders, the Series A Preferred Shareholders who vote against such act shall have the voting rights equal to all the
shareholders of the Company who voted in favor of the resolution plus one (1):
(a)
alter or change the rights, preferences or privileges or powers, or the restrictions of the Series A Preferred
Shares or the total authorized number of Series A Preferred Shares.
7.6
Approval by the Majority Series B Preferred Holders
. In addition to such other limitations as may be
provided in the Restated Articles and the Transaction Documents, for so long as the Series B Preferred Shareholders owns any of the Company’s share capital on an
as-converted
and fully-diluted basis, any
of the following acts of the Company shall require the prior written approval of the Majority Series B Preferred Holders;
provided that
, where any such act requires the approval of the shareholders of the Company in accordance with the
applicable Laws, and the approval of Majority Series B Preferred Holders has not yet been obtained, at a meeting of the shareholders, the Series B Preferred Shareholders who vote against such act shall have the voting rights equal to all the
shareholders of the Company who voted in favor of the resolution plus one (1):
(a)
alter or change the rights, preferences or privileges or powers, or the restrictions of the Series B Preferred
Shares or the total authorized number of Series B Preferred Shares.
7.7
Approval by the Majority Series C Preferred Holders
. In addition to such other limitations as may be
provided in the Restated Articles and the Transaction Documents, for so long as the Series C Preferred Shareholders owns any of the Company’s share capital on an
as-converted
and fully-diluted basis, any
of the following acts of the Company shall require the prior written approval of the Majority Series C Preferred Holders;
provided that
, where any such act requires the approval of the shareholders of the Company in accordance with the
applicable Laws, and the approval of Majority Series C Preferred Holders has not yet been obtained, at a meeting of the shareholders, the Series C Preferred Shareholders who vote against such act shall have the voting rights equal to all the
shareholders of the Company who voted in favor of the resolution plus one (1):
(a)
alter or change the rights, preferences or privileges or powers, or the restrictions of the Series C Preferred
Shares or the total authorized number of Series C Preferred Shares.
7.8
Term
. The provisions under this
Section
7
shall terminate upon the
consummation of a Qualified Public Offering.
28
8.
COVENANTS.
8.1
FCPA
. The Company covenants that it shall not and shall not permit any other Group Company or any of its
or their respective Affiliates or any of the directors, officers, managers, employees, independent contractors, representatives or agents of any of them to, promise, authorize or make any payment to, or otherwise contribute any item of value,
directly or indirectly, to any third party, including any
non-U.S.
official, in each case, in violation of Foreign Corrupt Practices Act of the United States of America (“
FCPA
”), the U.K.
Bribery Act, or any other applicable anti-bribery or anti-corruption Law. The Company further undertakes that it shall and shall cause each of the other Group Companies and its and their respective Affiliates to:
(a)
cease all of its or their respective activities, as well as remediate any actions taken by any of them, or any
of the directors, officers, managers, employees, independent contractors, representatives or agents of any of them, in violation of the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption Law;
(b)
maintain systems of internal controls (including, but not limited to, accounting systems, purchasing systems
and billing systems) to ensure compliance with the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption Law; and
(c)
maintain anti-corruption and export control policies.
8.2
Restriction on the Use of
“
Sequoia
”
,
“
HongShan
”
and Confidentiality
.
(a)
Without the written consent of HongShan, the Group Companies, their shareholders (excluding Hongshan), and the
Founder Parties, shall not use the name or brand of Sequoia, Hongshan or its Affiliate, claim itself as a partner of Sequoia, Hongshan or its Affiliate, make any similar representations. Without the written approval of Hongshan, the Group Companies,
their shareholders (excluding HongShan), and the Founder Parties, shall not make or cause to be made, any press release, public announcement or other disclosure to any third party in respect of this Agreement or Hongshan’s subscription of
share interest of the Company.
(b)
Termination
. The foregoing rights under this Section 8.2(a) shall terminate upon the consummation
of a Qualified Public Offering.
8.3
United States Tax Matters
.
(a)
None of the Group Companies will take any action inconsistent with its treatment of the Company as a
corporation for U.S. federal income tax purposes or elect to be treated as an entity other than a corporation for U.S. federal income tax purposes.
(b)
The Company shall use, and shall cause each of its subsidiaries to use, its best efforts to arrange its
management and business activities in such a way that the Company and each of its subsidiaries are not treated as residents for tax purposes, or is otherwise subject to income tax in, a jurisdiction other than the jurisdiction in which they have
been organized.
(c)
The Company shall use its best effort to avoid future status of the Company or any of its Subsidiaries as a
PFIC (for the purposes of this Agreement, “
PFIC
” means passive foreign investment company as defined in the Internal Revenue Code of 1986, as amended). Within forty-five (45) days from the end of each taxable year of the
Company, the Company shall determine, in consultation with a reputable accounting firm, whether the Company or any of its Subsidiaries was a PFIC in such taxable year (including whether any exception to PFIC status may apply). If the Company
determines that the Company or any of its Subsidiaries was a PFIC in such taxable year (or if a government authority or any Preferred Shareholder informs the Company that it has so determined), it shall, within thirty (30) days from the end of
such taxable year, provide the following information to each Preferred Holder that is a United States Person (the “
Direct US Investor
”) and each United States Person that holds either direct or indirect interest in such holder
(the “
Indirect US Investor
”) (hereinafter, collectively referred to as a “
PFIC Shareholder
”): (i) all information reasonably available to the Company to permit such PFIC Shareholder to (A) accurately
prepare its U.S. tax returns and comply with any other reporting requirements, if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a PFIC and (B) make any election
(including, without limitation, a “qualified electing fund” election under Section 1295 of the Code), with respect to the Company (or any of its subsidiaries); and (ii) a completed “
PFIC Annual Information
Statement
” as described under Treasury Regulation
Section 1.1295-1(g).
The Company shall be required to provide the information described above to an Indirect US Investor only if the relevant
Preferred Holder requests in writing that the Company provide such information to such Indirect US Investor and furnish the Company with written identifying information (such as name, address, and other identifying information) about the Indirect US
Investor.
29
(d)
Each of the Founder Parties represents that such Person is not a United States Person and such Person is not
owned, wholly or in part, directly or indirectly, by any United States Person. Each of the Founder Parties shall provide prompt written notice to the Company of any subsequent change in its United States Person status. The Company shall use its best
efforts to avoid future status of the Company or any of its Subsidiaries as a CFC (for the purposes of this Agreement, “
CFC
” means a controlled foreign corporation as defined in the Internal Revenue Code of 1986, as amended). Upon
written request of a Preferred Holder from time to time, the Company will promptly provide in writing such information concerning its shareholders and the direct and indirect interest holders in each shareholder sufficient for such Preferred Holder
to determine whether the Company is a CFC. In the event that the Company does not have in its possession all the information necessary for the Preferred Holder to make such determination, the Company shall promptly procure such information from its
shareholders. The Company shall, (i) upon written request of a Preferred Holder, furnish on a timely basis all information requested by such holder to satisfy its (or any Indirect US Investor’s) U.S. federal income tax return filing
requirements, if any, arising from its investment in the Company and relating to the Company or any of its Subsidiaries’ classification as a CFC. The Company and each of its Subsidiaries shall use their commercially reasonable best efforts to
avoid generating for any taxable year in which the Company or any of its Subsidiaries is a CFC, income that would be includible in the income of such Preferred Holder (or any Indirect US Investor) pursuant to Section 951 of the Code.
(e)
The Company shall comply, and shall cause each of its subsidiaries to comply, with all record-keeping,
reporting, and other requests necessary for the Company and each of its Subsidiaries to comply with any applicable U.S. tax Law or to allow each Preferred Holder to avail itself of any provision of U.S. tax Laws. The Company shall also provide each
Preferred Holder with any information requested by such shareholder to allow such shareholder to comply with U.S. tax Laws or to avail itself of any provision of U.S. tax Laws.
(f)
The cost incurred by the Company in providing the information that it is required to provide, or is required to
cause to be provided, and the cost incurred by the Company in taking the action, or causing the action to be taken, as described in this
Section
8.4
shall be borne by the Company.
8.4
Intellectual Property Protection
. Except with the written consent of the Majority of Preferred Holders,
the Group Companies shall take all commercially reasonable steps to protect their respective material Intellectual Property rights, including without limitation (a) registering their material respective trademarks, brand names, domain names and
copyrights, and (b) requiring each key employee (excluding the Founder) and consultant of each Group Company to enter into an employment agreement in form and substance reasonably acceptable to the Majority Preferred Holders, a confidential
information and intellectual property assignment agreement and a
non-competition
and
non-solicitation
agreement requiring such persons to protect and keep confidential
such Group Company’s confidential information, Intellectual Property and trade secrets, prohibiting such persons from competing with such Group Company for a reasonable time after their respective terminations of employment with any Group
Company, and requiring such persons to assign all ownership rights in their work product to such Group Company, in each case in form and substance reasonably acceptable to the Majority Preferred Holders.
30
“
Intellectual Property
” means all intellectual property or other
proprietary rights of every kind, foreign or domestic, in or to: (i) patents and patent applications, utility models and applications for utility models, and inventions (whether or not patentable), processes, technologies, discoveries,
apparatus, and
know-how;
(ii) trademarks, domain names, uniform resource locators, logos, trade dress, trade names and corporate names, whether registered or unregistered, and all goodwill associated with
the foregoing, together with any and all registrations and applications for registration thereof; (iii) copyrights, moral rights and all other corresponding rights, including in and to databases, Software, and other works of authorship, whether
registered or unregistered, and any and all registrations and applications for registrations thereof; and (iv) Proprietary Information, and all documentation related to any of the foregoing, owned by, licensed to or used in the Business of any
Group Company.
“
Software
” means all (i) computer programs, including all software implementations of algorithms,
models and methodologies, whether in source code or object code; (ii) databases; and (iii) descriptions, flow-charts and other work products used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report
formats, firmware, development tools, templates, menus, buttons and icons.
“
Proprietary Information
” means information
and materials not generally known to the public, including trade secrets, data, customer lists, confidential marketing and customer information, and other proprietary and confidential information..
8.5
The Company shall not -- and shall not permit any of its Subsidiaries or Affiliates or any of its or their
respective directors, officers, managers, or employees to, directly or indirectly, solicit for employment or engagement, or employ or in any other way interfere with the employment relationship of any director, officer, senior member of management
or any employee of the Hongshan Entities or any of the Hongshan Entities’ Subsidiaries or Affiliates within the period that the Hongshan Entities or any of its Affiliates own, directly or indirectly, any of the shares of the Company and two
years thereafter.
8.6
The Company shall not -- and shall not permit any of its Subsidiaries or Affiliates or any of its or their
respective directors, officers, managers, or employees to, directly or indirectly, solicit for employment or engagement, or employ or in any other way interfere with the employment relationship of any director, officer, senior member of management
or any employee of IDG or any of IDG’ Subsidiaries or Affiliates within the period that IDG or any of its Affiliates own, directly or indirectly, any of the shares of the Company and two years thereafter.
9.
MOST FAVORED NATION
.
9.1
In the event the Company has granted any other shareholder any rights, privileges or protections more favorable
than those granted to the Series C Preferred Shareholders prior to the date of this Agreement, the Series C Preferred Shareholders shall be entitled to the same rights, privileges or protections
pari passu
with such shareholder.
31
9.2
Term
. The provisions under this
Section
9
shall terminate upon the
consummation of a Qualified Public Offering.
10.
NON-COMPETITION.
10.1
Non-Competition
.
(a)
Unless otherwise disclosed to the Preferred Holders, the Founder hereby covenants and undertakes that he shall
use his reasonable efforts to develop the business and care for the interests of the Group Companies. Each of the Founder and Opera, hereby further covenants and undertakes that, unless conducted through the Group Companies or upon the prior written
consent of the holders representing
two-thirds
(2/3) of the outstanding Preferred Shares of the Company, (a) during the period when (i) he/she/it (and/or their respective Permitted Transferee(s))
holds any direct or indirect equity interest in any Group Company or (ii) he/she/it is employed by any Group Company or provides services to any Group Company (as applicable), and (b) for a further period of twelve (12) months
commencing on the date on which the period under
sub-paragraph
(a) expires, and (c) for a further period of twelve (12) months commencing on the date on which the period under
sub-paragraph
(b) expires, he/she/it shall not, directly or indirectly through any Affiliate or associate, own, manage, participate in, be engaged or interested in, operate, Control, work for, consult with,
render services for, that is engaging in the business of Internet payment services, money management services, mobility services, catering services and tourism (the “
Competing Business
”) in Africa and in any other territory
outside the PRC;
provided that
he/she/it may own stock in publicly traded companies that may compete with the Group Companies in an amount not to exceed five percent (5%) of such publicly traded company’s outstanding capitalization.
(b)
Notwithstanding the foregoing, if an Investor or its Affiliates invests in a competitor, as listed in a list of
competitors (the “
List of Competitors
”) which shall not include more than five (5) competitors and may be updated on an annual basis, which conducts the Competing Business (i) in Africa or (ii) in any other
territory outside Africa and the PRC where the Company conducts the business of mobile payment services that focus on improving the efficiency of payment for service providers, dealers and terminal users, mobility services, catering services and
tourism (the “
Business
”) (in each case, excluding (i) any investment made by such Investor in any Competing Business prior to the date hereof; (ii) any investment made by such Investor in any Competing Business prior to
the date that such entity invested by such Investor is listed on the List of Competitors; (iii) any investment made by such Investor in a company which or any Subsidiary of which, at its sole discretion, conducts the Competing Business,
provided that
such company or any of its Subsidiary is not listed on the List of Competitors at the date of such investment; or (iv) any
follow-on
investment made on a
pro-rata
basis by such Investor in a company that conducts the Competing Business,
provided that
such company is not listed on the List of Competitors when the Investor makes the initial investment in this
company), the Company and the Founder Parties may, at its sole discretion, repurchase the Equity Securities of the Company held by such Investor at an aggregate amount equal to (i) 100% of such Investor’s Preferred Share Issue Price (as
defined in the Restated Articles) per share and (ii) an amount of cash per share sufficient to provide such Investor with a return at an annualized simple interest rate equal to 8% per year calculated on the basis of a
365-day
year and the actual number of days elapsed for any given year.
32
For purposes of this
Section
10.1
only, the term
“
Affiliate
”, with respect to an Investor, other than SVF, shall mean any Person now or hereafter existing which is Controlled by or under common Control with one or more general partners or shares the same management company with
such Investor, and the term “Affiliate” shall also include (i) any of such Investor’s shareholder’s or its general partners, (ii) the fund manager managing or advising it or its shareholders (and general partners,
limited partners and officers of any of them.), and (iii) other funds managed or advised by the fund manager under paragraph (ii) or such other fund manager(s) and/or general partner(s) whose ultimate beneficial owner(s) are the same as
those of the fund manager or general partner of it. For the avoidance of doubt, the term “Affiliate” shall not include any limited partner of such Investor.
11.
GENERAL PROVISIONS.
11.1
Notices
. Except as may be otherwise provided herein, all notices, requests, waivers and other
communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (a) when hand delivered to the other Party, upon delivery; (b) when sent by facsimile, upon receipt of confirmation
of error-free transmission; (c) seven (7) Business Days after deposit in the mail as air mail or certified mail, receipt requested, postage prepaid and addressed to the other Party; or (d) three (3) Business Days after deposit with an
international overnight delivery service, postage prepaid, addressed to the Parties with next business day delivery guaranteed,
provided that
the sending Party receives a confirmation of delivery from the delivery service provider.
Each person making a communication hereunder by facsimile shall promptly confirm by telephone to the person to whom such
communication was addressed each communication made by it by facsimile pursuant hereto but the absence of such confirmation shall not affect the validity of any such communication. A Party may change or supplement the addresses given above, or
designate additional addresses, for the purposes of this
Section
11.1
by giving the other Party written notice of the new address in the manner set forth above.
11.2
Entire Agreement
. This Agreement and each other Transaction Documents, together with all the exhibits
hereto and thereto, constitute and contain the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties or
obligations between the Parties respecting the subject matter hereof.
11.3
Governing Law
. This Agreement shall be governed by and construed exclusively in accordance with the Laws
of Hong Kong without giving effect to any choice of law rule that would cause the application of the Laws of any jurisdiction other than the Laws of Hong Kong to the rights and duties of the Parties hereunder.
11.4
Severability
. If any provision of this Agreement is found to be invalid or unenforceable, then such
provision shall be construed, to the extent feasible, so as to render the provision enforceable and to provide for the consummation of the transactions contemplated hereby on substantially the same terms as originally set forth herein, and if no
feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement, which shall remain in full force and effect unless the severed provision is essential to the rights or benefits intended by the Parties. In
such event, the Parties shall use best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which most closely effects the Parties’ intent in entering into this Agreement.
33
11.5
Third Parties
. Unless expressly provided to the contrary in this Agreement, a Person who is not a party
to this Agreement, has no right under the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) to enforce or to enjoy the benefit of any term of this Agreement. Under no circumstances shall any consent be required
from any person who is not a party for the termination, rescission, amendment or variation of this Agreement.
11.6
Successors and Assigns
. The provisions of this Agreement shall inure to the benefit of, and shall be
binding upon, the successors and permitted assigns of the Parties hereto. Notwithstanding any other provision of this Agreement, any and all of the rights available to any Preferred Holder (in its capacity as a holder of Preferred Shares or
otherwise) under this Agreement and/or any other Transaction Documents shall be fully transferable and assignable in connection with a transfer by such Preferred Holder of the Equity Securities held by it (whether to its Affiliate or any other third
parties) without the consent of any of the other Parties hereto,
provided, however, that
in either case no Party may assign any of the foregoing rights unless the Company is given written notice by the assigning Party stating the name and
address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned;
provided further, that
any such assignee shall receive such assigned rights subject to all the terms and conditions
of this Agreement,
provided further that
the assignee shall execute and deliver such documents and take such other actions as may be necessary for such assignee to join in and be bound by the terms of this Agreement in the same capacity as
the assigning Party (if not already a Party hereto) upon and after such assignment. For the purposes of this
Section
11.6
only, an “
Affiliate
” of SVF shall include any investment fund or special purpose
vehicle that is Controlling, Controlled by or under common Control with SVF.
11.7
Interpretation; Titles and Subtitles
. This Agreement is drawn up in the English language. If this
Agreement is translated into any language other than English, the English language text shall prevail. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this
Agreement. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.
11.8
Counterparts
. This Agreement may be executed in counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Facsimile or emailed copies of signed signature pages will be deemed binding originals.
11.9
Adjustments for Share Splits, Etc
. Wherever in this Agreement there is a reference to a specific number
of Preferred Shares or Ordinary Shares of the Company, then, upon the occurrence of any subdivision, combination or share dividend of the Preferred Shares or Ordinary Shares, the specific number of shares so referenced in this Agreement shall
automatically be proportionally adjusted to reflect the effect on the issued and outstanding shares of such class or series of shares by such subdivision, combination or share dividend.
34
11.10
Aggregation of Shares
. All Preferred Shares or Ordinary Shares held or acquired by affiliated entities
or persons (as defined in Rule 144 under the Securities Act) shall be aggregated for the purposes of determining the availability of any rights under this Agreement.
11.11
Dispute Resolution
.
(a)
Negotiation Between Parties; Mediations
. The Parties agree to negotiate in good faith to resolve any
dispute between them regarding this Agreement. If the negotiations do not resolve the dispute to the reasonable satisfaction of all Parties within thirty (30) days,
Section
11.11(b)
shall apply.
(b)
Arbitration
. In the event the Parties are unable to settle a dispute between them regarding this
Agreement in accordance with
subsection (a)
above, such dispute shall be referred to and finally settled in Hong Kong by arbitration at Hong Kong International Arbitration Centre in accordance with the Hong Kong International Arbitration
Centre Administered Arbitration Rules (the “
Rules
”) in effect when the Notice of Arbitration (as defined by the Rules) is submitted in accordance with the Rules, which rules are deemed to be incorporated by reference into this
subsection (b)
. The arbitration tribunal shall consist of three arbitrators to be appointed according to the Rules. The language of the arbitration shall be English.
11.12
Joinder Agreement
. Any Person who executes and delivers to the Company a Joinder Agreement (where such
delivery is accepted by the Company) after the date hereof shall be deemed to be a party to this Agreement from the date of the delivery and shall be afforded the applicable rights and privileges under this Agreement, whereupon
Schedule I
,
II
,
III
,
IV
,
V
, or
VI
(as applicable) to this Agreement shall be deemed to have been updated with the information of such Person as set forth in the Joinder Agreement.
11.13
Shareholders Agreement to Control
. If and to the extent that there are inconsistencies between the
provisions of this Agreement and those of the Restated Articles, the terms of this Agreement shall control with respect to each of the shareholders of the Company only. If appropriate, the Parties agree to take all actions necessary or advisable, as
promptly as practicable after the discovery of such inconsistency, to amend the Restated Articles so as to eliminate such inconsistency to the fullest extent permissible by Law.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
35
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
THE COMPANY:
OPay Limited
By:
/s/ ZHOU Yahui
Name:
ZHOU Yahui
Title:
Non-Executive Chairman
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized
representatives to execute this Agreement on the date and year first above written.
FOUNDER:
By:
/s/ ZHOU Yahui
Name:
ZHOU Yahui
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized
representatives to execute this Agreement on the date and year first above written.
Opay Technology:
Opay Technology Limited
By:
/s/ FANG Han
Name:
FANG Han
Title:
Director
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized
representatives to execute this Agreement on the date and year first above written.
FOUNDER HOLDING COMPANY/ORDINARY SHAREHOLDER
AFintronic Limited
By:
/s/ ZHOU Yahui
Name:
ZHOU Yahui
Title:
Director
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized
representatives to execute this Agreement on the date and year first above written.
ORDINARY SHAREHOLDER:
Vision Fortune Limited
By:
/s/ WANG Liwei
Name:
WANG Liwei
Title:
Director
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized
representatives to execute this Agreement on the date and year first above written.
ORDINARY SHAREHOLDER:
Bloom Haven Limited
By:
/s/ SU YANSONG
Name:
SU YANSONG
Title:
Director
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized
representatives to execute this Agreement on the date and year first above written.
ORDINARY SHAREHOLDER:
By:
/s/ Frode Fleten JACOBSEN
Name:
Frode Fleten JACOBSEN
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized
representatives to execute this Agreement on the date and year first above written.
ORDINARY SHAREHOLDER:
By:
/s/ SONG Lin
Name:
SONG Lin
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
INVESTORS:
Opera Limited
By:
/s/ Lin Song
Name:
Lin Song
Title:
Director & CEO
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
INVESTORS:
HSG Seed I Holdco C, Ltd.
By:
/s/ Ip Siu Wai Eva
Name:
Ip Siu Wai Eva
Title:
Authorized Signatory
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
INVESTORS:
HSG Venture VII Holdco G, Ltd.
By:
/s/ Ip Siu Wai Eva
Name:
Ip Siu Wai Eva
Title:
Authorized Signatory
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
INVESTORS:
Quark Venture Limited
By:
/s/ Charlie Cao
Name:
Charlie Cao
Title:
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
INVESTORS:
GEOMETRY VENTURES LIMITED
By:
/s/ Charlie Cao
Name:
Charlie Cao
Title:
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
INVESTORS:
Sonorous Venture Ltd.
By:
/s/ Charlie Cao
Name:
Charlie Cao
Title:
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
INVESTORS:
Innovation Sky Inc.
By:
/s/ JIN Tian
Name:
JIN Tian
Title:
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
INVESTORS:
Divine Prominent Limited
By:
/s/ Chi Sing Ho
Name:
Chi Sing Ho
Title:
Authorized Signatory
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
INVESTORS:
Viola Ridge Limited
By:
/s/ Chi Sing Ho
Name:
Chi Sing Ho
Title:
Authorized Signatory
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
INVESTORS:
GSR Ventures VI (Singapore) Pte. Ltd
By:
/s/ Allen Zhu
Name:
Allen Zhu
Title:
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
INVESTORS:
Zhen Partners Fund V, L.P.
By:
/s/ Liu Yuan
Name:
Liu Yuan
Title:
Authorized Signatory
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
INVESTORS:
INSPIRED ELITE INVESTMENTS LIMITED
By:
/s/ Shaohui Chen
Name:
Shaohui Chen
Title:
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
INVESTORS:
Lotus OMZ Global Holdings Limited
By:
/s/ ZHU Yonghua
Name:
ZHU Yonghua
Title:
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
INVESTORS:
Gaorong Partners Fund IV, L.P
By Gaorong Partners IV Ltd., its general partner
By:
/s/ Peter Wong
Name:
Peter Wong
Title:
Authorized Signatory
Gaorong Partners Fund
IV-A,
L.P
By Gaorong Partners IV Ltd., its general partner
By:
/s/ Peter Wong
Name:
Peter Wong
Title:
Authorized Signatory
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
INVESTORS:
BAI GmbH
By:
/s/ Dr. Michael Kronenburg / Deniz Pielsticker
Name:
Dr. Michael Kronenburg / Deniz Pielsticker
Title:
Authorized Signatories
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
INVESTORS:
CHINA VENTURES FUND I PTE. LTD.
By:
/s/ DING Haipeng
Name:
DING Haipeng
Title:
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
INVESTORS:
China Ventures Hybrid I SPV, LTD.
By:
/s/ DING Haipeng
Name:
DING Haipeng
Title:
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
INVESTORS:
Growth Acceleration Fund
By: SoftBank Ventures Asia Corp., Its General Partner
By:
/s/ Joonpyo Lee
Name:
Joonpyo Lee
Title:
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
INVESTORS:
SV Africa Fintech Hybrid Fund I
By:
/s/ Joonpyo Lee
Name:
Joonpyo Lee
Title:
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
INVESTORS:
ACE REDPOINT VENTURES CHINA II, L.P.
By:
/s/ David John Jepson Egglishaw
Name:
David John Jepson Egglishaw
Title:
ACE REDPOINT ASSOCIATES CHINA II, L.P.
By:
/s/ David John Jepson Egglishaw
Name:
David John Jepson Egglishaw
Title:
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
INVESTORS:
ACE Redpoint Opportunity China, L.P.
By:
/s/ David John Jepson Egglishaw
Name:
David John Jepson Egglishaw
Title:
ACE Redpoint Opportunity Associates China, L.P.
By:
/s/ David John Jepson Egglishaw
Name:
David John Jepson Egglishaw
Title:
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
INVESTORS:
SVF II Origin (DE) LLC
By:
/s/ Jonathan Duckles
Name:
Jonathan Duckles
Title:
Director
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
INVESTORS:
HS Investments IV Limited
By:
/s/ Simon Williams
Name:
Simon Williams
Title:
Director
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
INVESTORS:
3W Global Fund
By:
/s/ Weiwei WU
Name:
Weiwei WU
Title:
Director
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
INVESTORS:
Bright Holding Limited
By:
/s/ ZHOU Yahui
Name:
ZHOU Yahui
Title:
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
INVESTORS:
Wisdom Connection II Holding Inc.
By:
/s/ WANG Liwei
Name:
WANG Liwei
Title:
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
INVESTORS:
Wisdom Connection III Holding Inc.
By:
/s/ FANG Han
Name:
FANG Han
Title:
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Agreement as of the date and year first above written.
INVESTORS:
Intelligence Prosperity Limited
By:
/s/ ZHAO Tianjiao
Name:
ZHAO Tianjiao
Title:
SIGNATURE PAGE TO
SEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
SCHEDULE I
LIST OF THE FOUNDER AND THE FOUNDER HOLDING COMPANY
Founder
ID Card Number
Founder Holding Company
ZHOU Yahui
[*****]
AFintronic Limited (with respect to 118,761,874 Ordinary Shares held by AFintronic Limited)
SCHEDULE II
LIST OF THE ORDINARY SHAREHOLDERS
Opay Technology Limited (“
Opay Technology
”)
AFintronic Limited (with respect to 139,147,647 Ordinary Shares held by AFintronic Limited, the “
AFintronic
”)
Vision Fortune Limited (“
Vision Fortune
”)
Opera Limited (“
Opera
”)
Bloom Haven Limited
Frode Fleten
JACOBSEN
SONG Lin
SCHEDULE III
LIST OF THE SERIES SEED PREFFERED SHAREHOLDERS
HSG Seed I Holdco C, Ltd. (with respect to the Series Seed Preferred Shares held by Hongshan)
Quark Venture Limited (together with GEOMETRY VENTURES LIMITED and Sonorous Venture Ltd., “
SCC
”, with respect to the Series
Seed Preferred Shares held by SCC)
SCHEDULE IV
LIST OF THE SERIES SEED+ PREFFERED SHAREHOLDERS
Wisdom Connection II Holding Inc. (“
Wisdom II
”) (with respect to the Series Seed+ Preferred Shares held by Wisdom II)
Opera Limited (with respect to the Series Seed+ Preferred Shares held by Opera)
Innovation Sky Inc. (“
Innovation
”)
Bright Holding Limited (“
Bright
”)
Divine Prominent Limited (“
Divine Prominent
”)
SCHEDULE TO SEVENTH
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
SCHEDULE V
LIST OF THE SERIES A PREFFERED SHAREHOLDERS
VIOLA RIDGE LIMITED (“
IDG
”, with respect to the Series A Preferred Shares held by IDG)
GSR Ventures VI (Singapore) Pte. Ltd (“
GSR
”, with respect to the Series A Preferred Shares held by GSR)
Zhen Partners Fund V, L.P. (“
Zhenfund
”)
INSPIRED ELITE INVESTMENTS LIMITED (“
Inspired Elite
”, with respect to the Series A Preferred Shares held by Inspired Elite)
HSG Venture VII Holdco G, Ltd. (together with HSG Seed I Holdco C, Ltd., “
Hongshan
”, with respect to the Series A
Preferred Shares held by Hongshan)
Quark Venture Limited (with respect to the Series A Preferred Shares held by SCC)
SCHEDULE VI
LIST OF THE SERIES B PREFERRED SHAREHOLDERS
Gaorong Partners Fund IV, L.P. (“
Fund IV
”)
Gaorong Partners Fund
IV-A,
L.P. (“
Fund
IV-A
”, together with Fund IV, “
Gaorong
”)
Quark Venture Limited (with
respect to the Series B Preferred Shares held by SCC)
GEOMETRY VENTURES LIMITED (with respect to the Series B Preferred Shares held by
SCC)
BAI GmbH (“
BAI
”)
China Ventures Hybrid I SPV, LTD.
Growth Acceleration Fund
ACE
REDPOINT VENTURES CHINA II, L.P.
ACE REDPOINT ASSOCIATES CHINA II, L.P. (together with ACE REDPOINT VENTURES CHINA II, L.P., ACE Redpoint
Opportunity China, L.P. and ACE Redpoint Opportunity Associates China, L.P. “
Redpoint
”)
HSG Venture VII Holdco G, Ltd.
(with respect to the Series B Preferred Shares held by Hongshan)
Viola Ridge Limited (with respect to the Series B Preferred Shares held
by IDG)
GSR Ventures VI (Singapore) Pte. Ltd. (with respect to the Series B Preferred Shares held by GSR)
INSPIRED ELITE INVESTMENTS LIMITED (with respect to the Series B Preferred Shares held by Inspired Elite)
Lotus OMZ Global Holdings Limited (“
Lotus OMZ
”)
SCHEDULE TO SEVENTH
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
SCHEDULE VII
LIST OF THE SERIES C PREFFERED SHAREHOLDERS
HSG Venture VII Holdco G, Ltd. (with respect to the Series C Preferred Shares held by Hongshan)
Quark Venture Limited (with respect to the Series C Preferred Shares held by SCC)
GEOMETRY VENTURES LIMITED (with respect to the Series C Preferred Shares held by SCC)
Sonorous Venture Ltd.
Viola
Ridge Limited (with respect to the Series C Preferred Shares held by IDG)
GSR Ventures VI (Singapore) Pte. Ltd (with respect to the Series
C Preferred Shares held by GSR)
INSPIRED ELITE INVESTMENTS LIMITED (with respect to the Series C Preferred Shares held by Inspired Elite)
Lotus OMZ Global Holdings Limited
Gaorong Partners Fund IV, L.P. (with respect to the Series C Preferred Shares held by Gaorong)
Gaorong Partners Fund
IV-A,
L.P. (with respect to the Series C Preferred Shares held by Gaorong)
BAI GmbH (with respect to the Series C Preferred Shares held by BAI)
ACE REDPOINT VENTURES CHINA II, L.P. (with respect to the Series C Preferred Shares held by Redpoint)
ACE REDPOINT ASSOCIATES CHINA II, L.P. (with respect to the Series C Preferred Shares held by Redpoint)
ACE Redpoint Opportunity China, L.P.
ACE Redpoint Opportunity Associates China, L.P.
CHINA VENTURES FUND I PTE. LTD. (“
China Ventures
”)
Growth Acceleration Fund (with respect to the Series C Preferred Shares held by Softbank)
SV Africa Fintech Hybrid Fund I (together with China Ventures, China Ventures Hybrid I SPV, LTD. and Growth Acceleration Fund,
“
Softbank
”)
SVF II Origin (DE) LLC (“
SVF
”)
HS Investments IV Limited (“
HS Investments
”)
3W Global Fund (“
3W
”)
Bright Holding Limited
Wisdom
Connection II Holding Inc. (with respect to the Series C Preferred Shares held by Wisdom II)
Wisdom Connection III Holding Inc.
(“
Wisdom III
”)
SCHEDULE TO SEVENTH
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
Opera Limited (with respect to the Series C Preferred Shares held by Opera)
Intelligence Prosperity Limited
SCHEDULE VIII
LIST OF THE RESTRICTED SHAREHOLDERS
the Founder Parties (with respect to the Restricted Shares)
AFintronic (with respect to the Restricted Shares)
Opay Technology (with respect to the Restricted Shares)
Opera (with respect to the Restricted Shares)
Frode Fleten JACOBSEN (with respect to the Restricted Shares)
SONG Lin (with respect to the Restricted Shares)
SCHEDULE TO SEVENTH
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
EXHIBIT A
Exempted Transfers
(i) any transfer of any Restricted Shares now or hereinafter held by such Restricted Shareholder, either directly or indirectly, to
his/her parents, children, spouse, or to a trustee, executor for bona fide estate planning purposes or reasonable tax planning purposes and/or the wholly-owned Affiliates of such holder of Restricted Shares (collectively the “
Permitted
Transferees
”, and each, a “
Permitted Transferee
”), prior to the Qualified Public Offering (provided that, without the prior written consent of the Majority Preferred Holders, none of the transfer mentioned under
subsection (i) above shall result in any change of Control of the Group Companies and change of the Company’s nature);
(ii) transfer of no more than an aggregate of five percent (5%) of the Restricted Shares after June 4, 2021 by the Founder Parties
to any third party;
(iii) any transfer of Restricted Shares to the directors, employees and advisors of the Company issuable under
any option granted to any of them under the incentive plan approved in accordance with Section 7;
(iv) any transfer of
Restricted Shares by AFintronic to any employees or advisors of any Group Company, designated by the Founder;
(v) any Transfer of
any Restricted Shares of the Company now or hereafter held by a Founder Party to the public pursuant to an effective registration statement; and
(vi) any Approved Sale.
EXHIBIT TO SEVENTH
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited
EXHIBIT B
Joinder Agreement
Date:
Reference is made to the amended and restated shareholders agreement, a copy of which is attached hereto (as amended from time to time, the
“
SHA
”), among OPay Limited, an exempted company organized and existing under the laws of the Cayman Islands (the “
Company
”), and the other signatory thereto. Capitalized terms used herein and not
otherwise defined shall have the meanings given in the SHA.
The undersigned, _______________________________, in order to purchase / subscribe
___________ [Ordinary/ Preferred] Shares and become a Shareholder of the Company, hereby agrees that by the undersigned’s execution hereof, the undersigned is a party to the SHA, subject to all of the restrictions, conditions, and obligations,
and entitled to all the rights and privileges, applicable to the transferring Shareholder set forth in the SHA.
This Joinder Agreement shall take effect
and shall become a part of said SHA immediately upon execution.
By:
Name
Title:
EXHIBIT TO SEVENTH
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
– OPay Limited

----- d56487dex51.htm -----
EX-5.1
6
d56487dex51.htm
EX-5.1
EX-5.1
Exhibit 5.1
Harney Westwood & Riegels
14th Floor, Alexandra House
18 Chater Road
Central
Hong Kong
Tel: +852 5806 7800
Fax: +852 5806 7810
October 9, 2026
067265.0001
OPay Limited
P. O. Box 31119 Grand Pavilion
Hibiscus Way, 802 West Bay Road
Grand Cayman, KY1 – 1205
Cayman Islands
Dear Sir or Madam
OPay Limited (the
Company
)
We are lawyers qualified to practise in the Cayman Islands and have acted as Cayman Islands legal advisers to the
Company in connection with the Company’s registration statement on Form
F-1
(the
Registration Statement
), including all amendments or supplements thereto, and accompanying prospectus filed
with the Securities and Exchange Commission (the
Commission
) under the United States Securities Act of 1933, as amended (the
Securities
Act
), relating to the public offering by the Company (the
Offering
) of certain American depositary shares (the
ADSs
) representing ordinary shares of par value of US$0.000004 each of the Company (the
IPO Shares
).
We are furnishing this opinion as Exhibits 5.1, 8.1 and 23.2 to the Registration Statement.
For the purposes of giving this opinion, we have examined the Documents (as defined in Schedule 1) which we regard as necessary in order to issue this
opinion. We have not examined any other documents, official or corporate records or external or internal registers and have not undertaken or been instructed to undertake any further enquiry or due diligence in relation to the transaction which is
the subject of this opinion.
In giving this opinion we have relied upon the assumptions set out in Schedule 2 which we have not verified.
Based solely upon the foregoing examinations and assumptions and upon such searches as we have conducted and having regard to legal considerations which we
deem relevant, and subject to the qualifications set out in Schedule 3, we are of the opinion that under the laws of the Cayman Islands:
1
Existence and Good Standing
. The Company is an exempted company duly incorporated with limited
liability, and is validly existing and in good standing under the laws of the Cayman Islands. It is a separate legal entity and is subject to suit in its own name.
2
Authorised Share Capital
. Based on our review of the M&A (as defined in Schedule 1), the authorised
share capital of the Company will be US$50,000 divided into 12,500,000,000 ordinary shares of par value of US$0.000004 each, when the M&A becomes effective.
The British Virgin Islands is Harneys Hong Kong office’s main jurisdiction of practice.
Jersey legal services are provided through a referral arrangement with Harneys (Jersey) which
is an independently owned and controlled Jersey law firm.
Resident
Partners: M Chu | Y Fan | SG Gray | IC Groark | SO Karolczuk | PM Kay | MW Kwok
WPT Lee | IN Mann | BP McCosker | R Ng | PJ Sephton
Anguilla | Bermuda | British Virgin Islands
Cayman Islands | Cyprus | Dubai | Hong Kong | Jersey
London | Luxembourg | Shanghai | Singapore
harneys.com
3
Valid Issuance of IPO Shares.
The allotment and issue of the IPO Shares as contemplated by the
Registration Statement have been duly authorised and the IPO Shares will, when allotted, issued and fully paid for in accordance with the Registration Statement, and when the names of the shareholders are entered in the register of members of the
Company, be validly issued, fully paid and
non-assessable.
4
Cayman Islands
Law
. The statements under the headings “Taxation – Cayman Islands
Taxation”, “Enforceability of Civil Liabilities”, and “Description of Share Capital” in the prospectus forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are
accurate in all material respects as at the date of this opinion and such statements constitute our opinion.
This opinion is confined
to the matters expressly opined on herein and given on the basis of the laws of the Cayman Islands as they are in force and applied by the Cayman Islands courts at the date of this opinion. We have made no investigation of, and express no opinion
on, the laws of any other jurisdiction. We express no opinion as to matters of fact. Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in
the Registration Statement. We express no opinion with respect to the commercial terms of the transactions the subject of this opinion.
In connection
with the above opinion, we hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference made to this firm in the Registration Statement under the headings “Taxation – Cayman Islands
Taxation”, “Enforceability of Civil Liabilities” and “Legal Matters” and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the
category of persons whose consent is required under section 7 of the Securities Act or the Rules and Regulations of the Commission thereunder.
This
opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein.
This
opinion shall be construed in accordance with the laws of the Cayman Islands.
Yours faithfully
/s/ Harney Westwood & Riegels
Harney Westwood & Riegels
2
SCHEDULE 1
List of Documents Examined
1
A copy of the certificate of incorporation of the Company dated 5 August 2019.
2
A copy of the tenth amended and restated memorandum and articles of association of the Company adopted by a
special resolution passed on 25 August 2026 and effective immediately prior to the completion of the initial public offering of the ADSs (the
M&A
).
3
Copies of the register of directors and officers of the Company and the register of members of the Company
provided to us on 20 August 2026.
4
The Register of Writs and other Originating Process of the Grand Court of the Cayman Islands (the
Court
Register
) via the Court’s Digital System (as defined in Schedule 3) conducted on 9 October 2026 (the
Court Search Date
).
5
Copies of the minutes of an extraordinary general meeting of the members of the Company held on 22 May
2026 and 25 August 2026 respectively (collectively, the
Shareholder
Resolutions
).
6
A copy of the written resolutions of all of the directors of the Company passed on 22 May 2026 (together
with the Shareholder Resolutions, collectively the
Resolutions
).
7
A copy of the certificate of good standing in respect of the Company issued by the Registrar of Companies of
the Cayman Islands dated 9 October 2026.
8
A copy of the certificate issued by a director of the Company dated 27 August 2026, a copy of which is attached
hereto (the
Director’s Certificate
).
9
The Registration Statement.
(1 to 8 above are the
Corporate Documents
, and 1 to 9 above are the
Documents
).
3
SCHEDULE 2
Assumptions
1
Authenticity of Documents.
All original Documents are authentic, all signatures, initials and seals are
genuine, and all copies of Documents are true and correct copies.
2
Corporate Documents.
All matters required by law to be recorded in the Corporate Documents are so
recorded, and all corporate minutes, resolutions, certificates, documents and records which we have reviewed are accurate and complete, and all facts expressed in or implied thereby are accurate and complete.
3
Director’s Certificate
. The contents of the Director’s Certificate are true and accurate as
at the date of this opinion and there is no information not contained in the Director’s Certificate that will in any way affect this opinion.
4
No Steps to
Wind-up
. The directors and shareholders of the
Company have not taken any steps to have the Company struck off or placed in liquidation, no steps have been taken to wind up the Company and no receiver has been appointed over any of the property or assets of the Company.
5
Court Search.
The Court Register examined by us via the Court’s Digital System on the Court Search
Date, constitutes a complete record of the proceedings for such period before the Grand Court of the Cayman Islands.
6
Resolutions
. The Resolutions passed in writing have been duly executed by or on behalf of each director,
and the signatures and initials thereon are those of a person or persons in whose name such Resolutions have been expressed to be signed. The Resolutions passed at meetings were adopted at duly convened meetings of the shareholders of the Company,
and such meetings were held and conducted in accordance with the memorandum and articles of association of the Company. The Resolutions remain in full force and effect.
7
Unseen Documents.
Save for the Documents provided to us there are no resolutions, agreements, documents
or arrangements which materially affect, amend or vary the transactions envisaged in the Registration Statement.
4
SCHEDULE 3
Qualifications
1
Foreign Statutes.
We express no opinion in relation to provisions making reference to foreign statutes
in the Registration Statement.
2
Commercial Terms.
Except as specifically stated herein, we make no comment with respect to any
representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.
3
Meaning of
Non-Assessable.
In this opinion the phrase
non-assessable
means, with respect to the issuance of Shares, that a shareholder shall not, in respect of the relevant Shares, have any obligation to make further contributions to the Company’s assets
(except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
4
Good Standing.
The Company shall be deemed to be in good standing at any time if all fees (including
annual filing fees) and penalties under the Law have been paid and the Registrar of Companies has no knowledge that the Company is in default under the Law.
5
Court Search.
The search of the Court Register has been undertaken on a digital system made available
through the Grand Court of the Cayman Islands (the
Court’s Digital System
), and through inadvertent errors or delays in updating such digital system (and/or the Court Register from which the digital information is drawn) may not
constitute a complete record of all proceedings as at the Court Search Date and in particular may omit details of very recent filings. The search of the Court Register would not reveal, amongst other things, any writ, originating summons,
originating motion, petition (including any
winding-up
petition), counterclaim or third party notice (
Originating Process
) filed with the Grand Court of the Cayman Islands which, pursuant to the
rules of the Grand Court of the Cayman Islands or best practice of the Clerk of the Courts’ office, should have been entered in the Court Register but was not in fact entered in the Court Register (properly or at all), or any Originating
Process which has been placed under seal or anonymised (whether by order of the Court or pursuant to the practice of the Clerk of the Courts’ office).
6
Economic Substance.
We have undertaken no enquiry and express no view as to the compliance of the
Company with the International Tax
Co-operation
(Economic Substance) Act (Revised).
5
Annex
Director’s Certificate
6

----- d56487dex991.htm -----
EX-99.1
13
d56487dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
OPay Limited
(the
“Company”)
Code of Business Conduct and Ethics
Adopted May 22, 2026
Introduction
This Code of Business Conduct and Ethics (the “
Code
”) has been adopted by our Board of Directors (the “
Board
”) and
summarizes the standards that must guide our actions. Although they cover a wide range of business practices and procedures, these standards cannot and do not cover every issue that may arise, or every situation in which ethical decisions must be
made, but rather set forth key guiding principles that represent Company policies and establish conditions for employment at the Company.
We must strive
to foster a culture of honesty and accountability. Our commitment to the highest level of ethical conduct should be reflected in all of the Company’s business activities, including, but not limited to, relationships with employees, customers,
suppliers, competitors, the government, the public and our shareholders. All of our employees, officers and directors must conduct themselves according to the language and spirit of this Code and seek to avoid even the appearance of improper
behavior. Even well-intentioned actions that violate the law or this Code may result in negative consequences for the Company and for the individuals involved.
One of our Company’s most valuable assets is our reputation for integrity, professionalism and fairness. We should all recognize that our actions are
the foundation of our reputation and adhering to this Code and applicable law is imperative.
Conflicts of Interest
Our employees, officers and directors have an obligation to conduct themselves in an honest and ethical manner and to act in the best interest of the Company.
All employees, officers and directors should endeavor to avoid situations that present a potential or actual conflict between their interest and the interest of the Company.
A “conflict of interest” occurs when a person’s private interest interferes in any way, or even appears to interfere, with the interests of
the Company as a whole, including those of its subsidiaries and affiliates. A conflict of interest may arise when an employee, officer or director takes an action or has an interest that may make it difficult for him or her to perform his or her
work objectively and effectively. A conflict of interest may also arise when an employee, officer or director (or a member of his or her family) receives improper personal benefits as a result of the employee’s, officer’s or
director’s position in the Company.
Although it would not be possible to describe every situation in which a conflict of interest may arise, the
following are examples of situations that may constitute a conflict of interest:
•
Working, in any capacity, for a competitor, customer or supplier while employed by the Company.
•
Accepting gifts of more than modest value or receiving personal discounts (if such discounts are not generally
offered to the public) or other benefits as a result of your position in the Company from a competitor, customer or supplier.
•
Competing with the Company for the purchase or sale of property, products, services or other interests.
•
Having an interest in a transaction involving the Company, a competitor, customer or supplier (other than as an
employee, officer or director of the Company and not including routine investments in publicly traded companies).
•
Receiving a loan or guarantee of an obligation as a result of your position with the Company.
•
Directing business to a supplier owned or managed by, or which employs, a relative or friend.
Situations involving a conflict of interest may not always be obvious or easy to resolve. You should report actions that may involve a
conflict of interest to the Audit Committee of the Board.
In order to avoid conflicts of interests, senior executive officers and directors must disclose
to the Audit Committee of the Board any material transaction or relationship that reasonably could be expected to give rise to such a conflict. Conflicts of interests involving the Audit Committee of the Board shall be disclosed to the Board.
In the event that an actual or apparent conflict of interest arises between the personal and professional relationship or activities of an employee, officer
or director, the employee, officer or director involved is required to handle such conflict of interest in an ethical manner in accordance with the provisions of this Code.
Quality of Public Disclosures
The Company has a responsibility
to provide full and accurate information in our public disclosures, in all material respects, about the Company’s financial condition and results of operations. Our reports and documents filed with or submitted to the United States Securities
and Exchange Commission and our other public communications shall include full, fair, accurate, timely and understandable disclosure.
Compliance with
Laws, Rules and Regulations
We are strongly committed to conducting our business affairs with honesty and integrity and in full compliance with all
applicable laws, rules and regulations. No employee, officer or director of the Company shall commit an illegal or unethical act, or instruct others to do so, for any reason.
Compliance with this Code and Reporting of Any Illegal or Unethical Behavior
All employees, directors and officers are expected to comply with all of the provisions of this Code. The Code will be strictly enforced and violations will be
dealt with immediately, including by subjecting persons who violate its provisions to corrective and/or disciplinary action such as dismissal or removal from office. Violations of the Code that involve illegal behavior will be reported to the
appropriate authorities.
Situations which may involve a violation of ethics, laws, rules, regulations or this Code may not always be clear and may
require the exercise of judgment or the making of difficult decisions. Employees, officers and directors should promptly report any concerns about a violation of ethics, laws, rules, regulations or this Code to their supervisors or the legal
department or a department with similar duties and responsibilities of the Company (the “Legal Department”) or, in the case of accounting, internal accounting controls or auditing matters, the Audit Committee of the Board. Interested
parties may also communicate directly with the Company’s
non-management
directors through contact information located in the Company’s annual report on Form
20-F.
Any concerns about a violation of ethics, laws, rules, regulations or this Code by any senior executive
officer or director should be reported promptly to the Audit Committee of the Board. Any such concerns involving the Audit Committee should be reported to the Board. Reporting of such violations may also be done anonymously through email to the
Company at a designated email address for compliance reporting. An anonymous report should provide enough information about the incident or situation to allow the Company to investigate properly. If concerns or complaints require confidentiality,
including keeping an identity anonymous, the Company will endeavor to protect this confidentiality, subject to applicable law, regulation or legal proceedings.
The Company encourages all employees, officers and directors to report any suspected violations promptly and intends to thoroughly investigate any good faith
reports of violations. The Company will not tolerate any kind of retaliation for reports or complaints regarding misconduct that were made in good faith. Open communication of issues and concerns by all employees, officers and directors without fear
of retribution or retaliation is vital to the successful implementation of this Code. All employees, officers and directors are required to cooperate in any internal investigations of misconduct and unethical behavior.
The Company recognizes the need for this Code to be applied equally to everyone it covers. The Legal Department of the Company will have primary authority and
responsibility for the enforcement of this Code, subject to the supervision of the Audit Committee of the Board, and the Company will devote the necessary resources to enable the Legal Department to establish such procedures as may be reasonably
necessary to create a culture of accountability and facilitate compliance with this Code. Questions concerning this Code should be directed to the Legal Department.
The provisions of this section are qualified in their entirety by reference to the following section.
Reporting Violations to a Governmental Agency
Employees have
the right under applicable law to certain protections for cooperating with or reporting legal violations to governmental agencies or entities and self-regulatory organizations. As such, nothing in this Code is intended to prohibit any employee from
disclosing or reporting violations to, or from cooperating with, a governmental agency or entity or self-regulatory organization, and employees may do so without notifying the Company. The Company may not retaliate against all employees for any of
these activities, and nothing in this Code or otherwise requires any employee to waive any monetary award or other payment that he or she might become entitled to from a governmental agency or entity, or self-regulatory organization.
All employees of the Company have the right to:
•
Report possible violations of applicable law or regulation that have occurred, are occurring, or are about to
occur to any governmental agency or entity, or self-regulatory organization;
•
Cooperate voluntarily with, or respond to any inquiry from, or provide testimony before any self-regulatory
organization or any other national or local regulatory or law enforcement authority;
•
Make reports or disclosures to law enforcement or a regulatory authority without prior notice to, or
authorization from, the Company; and
•
Respond truthfully to a valid subpoena.
All employees have the right to not be retaliated against for reporting, either internally to the Company or to any governmental agency or entity or
self-regulatory organization, information which the employee reasonably believes relates to a possible violation of law. It is a violation of law to retaliate against anyone who has reported such potential misconduct either internally or to any
governmental agency or entity or self-regulatory organization. Retaliatory conduct includes discharge, demotion, suspension, threats, harassment, and any other manner of discrimination in the terms and conditions of employment because of any lawful
act the employee may have performed. It is unlawful for the company to retaliate against an employee for reporting possible misconduct either internally or to any governmental agency or entity or self-regulatory organization when requested by such
agency or organization.
Notwithstanding anything contained in this Code or otherwise, employees may disclose confidential Company information, including
the existence and terms of any confidential agreements between the employee and the Company (including employment or severance agreements), to any governmental agency or entity or self-regulatory organization when requested by such agency or
organization.
The Company cannot require an employee to withdraw reports or filings alleging possible violations of national or local law or regulation,
and the Company may not offer employees any kind of inducement, including payment, to do so.
An employee’s rights and remedies as a whistleblower
protected under applicable whistleblower laws, including a monetary award, if any, may not be waived by any agreement, policy form, or condition of employment, including by a pre-dispute arbitration agreement.
Even if an employee has participated in a possible violation of law, the employee may be eligible to participate in the confidentiality and retaliation
protections afforded under applicable whistleblower laws, and the employee may also be eligible to receive an award under such laws.
Waivers and
Amendments
Any waiver (including any implicit waiver) of the provisions in this Code for executive officers or directors may only be granted by the Board
or a committee thereof and will be promptly disclosed to the Company’s shareholders. Any such waiver will also be disclosed in the Company’s annual report on Form
20-F.
Amendments to this Code must
be approved by the Board and will also be disclosed in the Company’s annual report on Form
20-F.
Trading on
Inside Information
Using
non-public
Company information to trade in securities, or providing a family member,
friend or any other person with
non-public
Company information, is illegal. All
non-public,
Company information should be considered inside information and should never
be used for personal gain. You are required to familiarize yourself and comply with the Company’s Statement of Policy Concerning Trading in Company Securities, copies of which are distributed to all employees, officers and directors and are
available from the Legal Department. You should contact the Legal Department with any questions about your ability to buy or sell securities.
Protection of Confidential Proprietary Information
Confidential proprietary information generated by and gathered in our business is a valuable Company asset. Protecting this information plays a vital role in
our continued growth and ability to compete, and all proprietary information should be maintained in strict confidence, except when disclosure is authorized by the Company or required by law.
Proprietary information includes all
non-public
information that might be useful to competitors or that could be
harmful to the Company, its customers or its suppliers if disclosed. Intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, research and new product plans, objectives and strategies, records, databases,
salary and benefits data, employee medical information, customer, employee and suppliers lists and any unpublished financial or pricing information must also be protected.
Unauthorized use or distribution of proprietary information violates Company policy and could be illegal. Such use or distribution could result in negative
consequences for both the Company and the individuals involved, including potential legal and disciplinary actions. We respect the property rights of other companies and their proprietary information and require our employees, officers and directors
to observe such rights.
Your obligation to protect the Company’s proprietary and confidential information continues even after you leave the
Company, and you must return all proprietary information in your possession upon leaving the Company.
The provisions of this section are qualified in
their entirety by the section entitled “Reporting Violations to Governmental Agencies” above.
Protection and Proper Use of Company Assets
Protecting Company assets against loss, theft or other misuse is the responsibility of every employee, officer and director. Loss, theft and misuse of
Company assets directly impact our profitability. Any suspected loss, misuse or theft should be reported to a supervisor or the Legal Department.
The
sole purpose of the Company’s equipment, vehicles, supplies and electronic resources (including hardware, software and the data thereon) is the conduct of our business. They may only be used for Company business consistent with Company
guidelines.
Corporate Opportunities
Employees, officers
and directors are prohibited from taking for themselves business opportunities that are discovered through the use of corporate property, information or position. No employee, officer or director may use corporate property, information or position
for personal gain, and no employee, officer or director may compete with the Company. Competing with the Company may involve engaging in the same line of business as the Company or any situation in which the employee, officer or director takes away
from the Company opportunities for sales or purchases of property, products, services or interests. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
Fair Dealing
Each employee, officer and director of the Company should endeavor to deal fairly with customers, suppliers, competitors, the public and one another at all
times and in accordance with ethical business practices.
Each employee has an obligation to comply with the anti-corruption and anti-bribery laws of all
the jurisdictions in which the Company operates. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. No bribes,
kickbacks or other similar payments in any form shall be made directly or indirectly to or for anyone for the purpose of obtaining or retaining business or obtaining any other favorable action. In the event of a violation of these provisions, the
Company and any employee, officer or director involved may be subject to disciplinary action as well as potential civil or criminal liability for violation of this policy.
Occasional business gifts to, or entertainment of,
non-government
employees in connection with business discussions or
the development of business relationships are generally deemed appropriate in the conduct of Company business. However, these gifts should be given infrequently and their value should be modest. Gifts or entertainment in any form that would likely
result in a feeling or expectation of personal obligation should not be extended or accepted.
Practices that are acceptable in a commercial business
environment may be against the law or the policies governing national or local government employees. Therefore, no gifts or business entertainment of any kind may be given to any government employee without the prior approval of a supervisor or the
Legal Department.
Except in certain limited circumstances, the United States Foreign Corrupt Practices Act (the “
FCPA
”) prohibits
giving anything of value directly or indirectly to any
“non-U.S.
official” for the purpose of obtaining or retaining business. When in doubt as to whether a contemplated payment or gift may violate
the FCPA, contact a supervisor or the Audit Committee of the Board before taking any action.
Equal Opportunity,
Non-Discrimination
and Fair Employment
The Company’s policies for recruitment, advancement and retention of
employees forbid discrimination on the basis of any criteria prohibited by law, including but not limited to race, sex and age. Our policies are designed to ensure that employees are treated, and treat each other, fairly and with respect and
dignity. In keeping with this objective, conduct involving discrimination or harassment of others will not be tolerated. All employees, officers and directors are required to comply with the Company’s policy on equal opportunity,
non-discrimination
and fair employment, copies of which were distributed by and are available from the Legal Department.
Compliance with Antitrust Laws
The antitrust laws prohibit
agreements among competitors on such matters as prices, terms of sale to customers and the allocation of markets or customers. Antitrust laws can be complex, and violations may subject the Company and its employees to criminal sanctions, including
fines, jail time and civil liability. If you have any questions about our antitrust compliance policies, consult the Legal Department.
Trade Controls
Employees are required to comply with all applicable trade laws and economic sanctions laws and regulations. These laws generally apply to the import, export
and transfer of certain products and technology by U.S. companies.
Political Contributions and Activities
Any political contributions made by or on behalf of the Company and any solicitations for political contributions of any kind must be lawful and in compliance
with Company policies. This policy applies solely to the use of Company assets and is not intended to discourage or prevent individual employees, officers or directors from making political contributions or engaging in political activities on their
own behalf. No one may be reimbursed directly or indirectly by the Company for personal political contributions.
Environment, Health and Safety
We are committed to conducting our business in compliance with all applicable environmental and workplace health and safety laws and regulations. We strive to
provide a safe and healthy work environment for our employees and to avoid adverse impact and injury to the environment and the communities in which we conduct our business. Achieving this goal is the responsibility of all officers, directors and
employees.
Dealings with the Community
We are committed to
being a responsible member of, and recognize the mutual benefits of engaging and building relationships with, the communities in which we operate. Wherever the Company operates, we strive to make a positive and meaningful contribution to the
surrounding community and to ensure the distribution of a fair share of benefits to all stakeholders impacted by its activities, including the surrounding community. We strongly encourage our employees to play a positive role in the community.
Doing Business with Others
We strive to promote the application
of the standards of this Code by those with whom we do business. Our policies, therefore, prohibit the engaging of a third party to perform any act prohibited by law or by this Code, and we shall avoid doing business with others who intentionally
and continually violate the law or the standards of this Code.
Accuracy of Company Financial Records
We maintain the highest standards in all matters relating to accounting, financial controls, internal reporting and taxation. All financial books, records and
accounts must accurately reflect transactions and events and conform both to required accounting principles and to the Company’s system of internal controls. Records shall not be distorted in any way to hide, disguise or alter the
Company’s true financial position.
Retention of Records
All Company business records and communications shall be clear, truthful and accurate. Employees, officers and directors of the Company shall avoid
exaggeration, guesswork, legal conclusions and derogatory remarks or characterizations of people and companies. This applies to communications of all kinds, including email and “informal” notes or memos. Records should always be handled
according to the Company’s record retention policies. If an employee, officer or director is unsure whether a document should be retained, consult a supervisor or the Legal Department before proceeding.
Anti-Money Laundering
We are committed to preserving our
reputation in the financial community by assisting in efforts to combat money laundering and terrorist financing. Money laundering is the practice of disguising the ownership or source of illegally obtained funds through a series of transactions to
“clean” the funds so they appear to be proceeds from legal activities.
We have adopted measures to reduce the extent to which the
Company’s facilities, products and services can be used for a purpose connected with market abuse or financial crimes. Additionally, where necessary, we screen customers, potential customers and suppliers to ensure that our products and
services cannot be used to facilitate money laundering or terrorist activity. If you have any questions about our internal anti-money laundering process and procedure, consult the Legal Department.
Social Media
Unless you are authorized by the Company, you are
discouraged from discussing the Company as part of your personal use of social media. While business should only be conducted through approved channels, we understand that social media is used as a source of information and as a form of
communicating with friends, family and workplace contacts.
When you are using social media and identify yourself as a Company employee, officer or
director or mention the Company incidentally, for instance on Weixin or professional networking site, please remember the following:
•
Never disclose confidential information about the Company or its business, customers or suppliers.
•
Make clear that any views expressed are your own and not those of the Company.
•
Remember that our policy on Equal Opportunity,
Non-Discrimination
and
Fair Employment applies to social media sites.
•
Be respectful of your colleagues and all persons associated with the Company, including customers and suppliers.
•
Promptly report to the Company’s corporate communications department any social media content which
inaccurately or inappropriately discusses the Company.
•
Never respond to any information, including information that may be inaccurate about the Company.
•
Never post documents, parts of documents, images or video or audio recordings that have been made with Company
property or of Company products, services or people or at Company functions or events.
Professional Networking
Online networking on professional or industry sites has become an important and effective way for colleagues to stay in touch and exchange information.
Employees, officers and directors should use good judgment when posting information about themselves or the Company on any of these services.
What you
post about the Company or yourself will reflect on all of us. When using professional networking sites, you should observe the same standards of professionalism and integrity described in our code and follow the social media guidelines outlined
above.
Drug-Free, Violence-Free Workplace
The use of
alcohol and drugs can impair your ability to work effectively and productively. Except at approved Company functions, or with appropriate authorization, you may not drink alcohol on Company premises.
You are prohibited from working while your performance is impaired by alcohol or any other drug whether legal or illegal. Additionally, you may not possess
any
non-pharmaceutical
drugs on Company premises or at work-related functions.
We strictly prohibit acts of
hostility, intimidation or violence towards others in the workplace and in places where our business is being conducted. You may not bring firearms, explosives or any other weapons onto Company premises, or to any work-related setting, regardless of
whether you are licensed to carry such weapons.
Government Inquiries
The Company cooperates with government agencies and authorities. Forward all requests for information, other than routine requests, to the Legal Department
immediately to ensure that we respond appropriately.
All information provided must be truthful and accurate. Never mislead any investigator. Do not ever
alter or destroy documents or records subject to an investigation.
Review
The Board shall review this Code annually and make changes as appropriate.

----- d56487dex992.htm -----
EX-99.2
14
d56487dex992.htm
EX-99.2
EX-99.2
Exhibit 99.2
Suite 3006, Two Exchange Square
8 Connaught Place, Central
Hong Kong
Tel: 852 2191 7566
Fax: 852 2191 7995
www.frost.com
October 9, 2026
OPay
Limited
30 Raffles Place,
#21-01,
Singapore 048622
Re: Consent of Frost & Sullivan
Ladies and Gentlemen,
Reference is made to the
registration statement on Form
F-1
(the “Registration Statement”) filed by Opay Limited (the “Company”) with the United States Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended, in connection with its proposed initial public offering (the “Proposed IPO”).
We hereby consent
to the use of and references to our name and the inclusion of information, data and statements from our research reports and amendments thereto, including, without limitation, the industry report (collectively, the “Reports”), and any
subsequent amendments to the Reports, as well as the citation of our independent industry reports and amendments thereto, (i) in the Registration Statement and any amendments thereto, including, but not limited to, under the “Prospectus
Summary”, “Industry” and “Business” sections; (ii) in any written correspondence with the SEC, (iii) in any other future filings with the SEC by the Company, including, without limitation, filings on Form
20-F,
Form
6-K
and other SEC filings (collectively, the “SEC Filings”), (iv) on the websites or in the publicity materials of the Company and its subsidiaries and
affiliates, (v) in institutional and retail roadshows and other activities in connection with the Proposed IPO, and (vi) in other publicity and marketing materials in connection with the Proposed IPO.
We further hereby consent to the filing of this letter as an exhibit to the Registration Statement and any amendments thereto and as an exhibit to any other
SEC Filings by the Company for the use of our data and information cited for the above-mentioned purposes.
Yours faithfully,
For and on behalf of
Frost & Sullivan Limited
/s/ Terry Tse
Name: Terry Tse
Title: Consulting Director

----- d56487dex993.htm -----
EX-99.3
15
d56487dex993.htm
EX-99.3
EX-99.3
Exhibit 99.3
Jakarta, 9 October, 2026
Ref. No.:
189/OPL-2501/E/VIII/26/RC
HUTABARAT HALIM &
REKAN
Grha HHR Lawyers
Jl. Kawi
Raya No. 46A
Guntur Setiabudi
Jakarta 12980 – INDONESIA
P
: (+62 21) 5091 3991
F
: (+62 21) 5091 33992
To.
OPAY LIMITED
the offices of Vistra (Cayman) Limited,
P. O. Box 31119 Grand
Pavilion,
Hibiscus Way, 802
West Bay Road,
Grand Cayman, KY1 – 1205 Cayman Islands.
Dear Sirs or
Madams,
Reference is made to the opinion letter (the “
Opinion
”) of Hutabarat, Halim & Rekan (HHR Lawyers)
dated August 20, 2026 and addressed to OPAY LIMITED (the “
Company
”), a company incorporated under the laws of the Cayman Islands, in connection with the offering and sales of American Depositary Shares of the Company (the
“
Offering
”), for which we have acted as the Company’s Indonesian counsel. All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Opinion.
Notwithstanding the last paragraph of the Opinion, you may provide copies of the Opinion to the Representatives named in the Underwriting
Agreement, solely for their reference in relation to the Offering, provided that no such party to whom the Opinion is disclosed may rely on the Opinion without our prior written permission.
Notwithstanding anything to the contrary in the Opinion or this letter, we hereby consent to the references to our name and the quotation or
summarization of our legal opinions on Indonesian law in the Company’s registration statement on Form F-1 and the prospectus included therein, and to the filing of this letter as an exhibit to such registration statement.
Yours faithfully,
/s/ HUTABARAT HALIM & REKAN
HUTABARAT HALIM & REKAN
Jl. Kawi Raya No. 46A Guntur – Setiabudi | Jakarta 12980 | INDONESIA
T:
+62 21 5091 3991
| F:
+62 21 5091 3992
DISCLAIMER: Internet communications are not secure. While every reasonable effort has been made to ensure that this
communication has not been tampered with, HHR cannot be responsible for alterations made to the contents of this message without its express consent. If you wish to receive a hard copy of this message, please contact the sender. Opinions,
conclusions and other information in this message that do not relate to the official business of the firm shall be understood as neither given nor endorsed by HHR

----- d56487dex994.htm -----
EX-99.4
16
d56487dex994.htm
EX-99.4
EX-99.4
Exhibit 99.4
Consent of Director Nominee
OPay Limited
(the “Company”) has filed a Registration Statement on
Form F-1
with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in
connection with the Company’s initial public offering of ordinary shares. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in
the Registration Statement, as may be amended from time to time. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
By:
/s/ Stephen Wen
Name:
Stephen Wen
Date:
October 9, 2026
[
Signature page
for consent of director nominee
]

----- d56487dex995.htm -----
EX-99.5
17
d56487dex995.htm
EX-99.5
EX-99.5
Exhibit 99.5
Consent of Director Nominee
OPay Limited
(the “Company”) has filed a Registration Statement on
Form F-1
with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in
connection with the Company’s initial public offering of ordinary shares. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the
Registration Statement, as may be amended from time to time. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
By:
/s/ Lungisa Fuzile
Name:
Lungisa Fuzile
Date:
October 9, 2026
[
Signature page for
consent of director nominee
]

----- d56487dex996.htm -----
EX-99.6
18
d56487dex996.htm
EX-99.6
EX-99.6
Exhibit 99.6
Consent of Director Nominee
OPay Limited (the “Company”) has filed a Registration Statement on Form F-1 with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Company’s initial public offering of ordinary shares. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act,
to being named as a nominee to the board of directors of the Company in the Registration Statement, as may be amended from time to time. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments
thereto.
By:
/s/ Stephen Malcolmson
Name:
Stephen Malcolmson
Date:
October 9, 2026
[
Signature page for
consent of director nominee
]

----- d56487dex997.htm -----
EX-99.7
19
d56487dex997.htm
EX-99.7
EX-99.7
Exhibit 99.7
Consent of Director Nominee
OPay Limited
(the “Company”) has filed a Registration Statement on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Company’s
initial public offering of ordinary shares. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the Registration Statement, as may be
amended from time to time. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
By:
/s/ Brian Alan-Mingway Wong
Name:
Brian Alan-Mingway Wong
Date:
October 9, 2026
[
Signature page for
consent of director nominee
]

----- d56487dexfilingfees.htm -----
Calculation of Filing Fee Tables
F-1
OPAY Ltd
Table 1: Newly Registered and Carry Forward Securities
☐Not Applicable
Security Type
Security Class Title
Fee Calculation or Carry Forward Rule
Amount Registered
Proposed Maximum Offering Price Per Unit
Maximum Aggregate Offering Price
Fee Rate
Amount of Registration Fee
Carry Forward Form Type
Carry Forward File Number
Carry Forward Initial Effective Date
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to be Paid
1
Equity
ordinary shares, par value US$0.000004 per share
457(o)
$
50,000,000.00
0.000087
$
4,350.00
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities
Total Offering Amounts:
$
50,000,000.00
$
4,350.00
Total Fees Previously Paid:
$
0.00
Total Fee Offsets:
$
0.00
Net Fee Due:
$
4,350.00
Offering Note
1
Includes (a) ordinary shares represented by American depositary shares ("ADSs") that may be purchased by the underwriters pursuant to their over-allotment option, and (b) all ordinary shares represented by ADSs initially offered and sold outside the United States that may be resold from time to time in the United States either as part of the distribution or within 40 days after the later of the effective date of this registration statement and the date the securities are first bona fide offered to the public. ADSs issuable upon deposit of ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333- ). Each American depositary share represents ordinary shares. Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.
Table 2: Fee Offset Claims and Sources
☑Not Applicable
Registrant or Filer Name
Form or Filing Type
File Number
Initial Filing Date
Filing Date
Fee Offset Claimed
Security Type Associated with Fee Offset Claimed
Security Title Associated with Fee Offset Claimed
Unsold Securities Associated with Fee Offset Claimed
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed
Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims
Fee Offset Sources
Table 3: Combined Prospectuses
☑Not Applicable
Security Type
Security Class Title
Amount of Securities Previously Registered
Maximum Aggregate Offering Price of Securities Previously Registered
Form Type
File Number
Initial Effective Date