Item 15. Additional Information
Item 15(c) is hereby amended and supplemented as follows:
On
November 15, 2022, at 9:30 a.m. (New York City time), an extraordinary general meeting of the shareholders of the Company was held at Foley & Lardner LLP, 111 Huntington Ave Suite 2600, Boston, Massachusetts 02199. At the extraordinary
general meeting, the shareholders of the Company authorized and approved the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, and authorized each of the directors and officers of the Company to do all things necessary
to give effect to the Merger Agreement, the Plan of Merger and the Transactions, including the Merger.
On November 16, 2022, the Company and Merger
Sub filed the Plan of Merger with the Registrar of Companies of the Cayman Islands, pursuant to which the Plan of Merger was registered by the Registrar of Companies of the Cayman Islands as of November 16, 2022 and became effective on the same
day. As a result of the Merger, the Company will cease to be a publicly traded company and will instead be a private company directly owned by Parent and the holders of the Continuing Shares (as defined in the Merger Agreement) and beneficially
owned by the Buyer Group.
At the effective time of the Merger (the “Effective Time”), (a) each Ordinary Share (other than Ordinary
Shares represented by ADSs) issued and outstanding immediately prior to the Effective Time was cancelled and ceased to exist in exchange for the right to receive US$0.03125 per Ordinary Share and (b) each ADS issued and outstanding immediately
prior to the Effective Time, together with the Ordinary Shares represented by such ADS, was cancelled and ceased to exist in exchange for the right to receive, upon surrender, US$0.375 per ADS (less US$0.05 per ADS cancellation fee payable pursuant
to the terms of the deposit agreement dated as of February 20, 2019, among the Company, Citibank, N.A. (the “ADS Depositary”), as depositary, and all owners and holders of ADSs issued thereunder), in each case, in cash, without
interest and net of any applicable withholding taxes, except for (i) Ordinary Shares (including Ordinary Shares represented by ADSs) beneficially owned by Morningside or its affiliates (the “Continuing Shares”), (ii) Ordinary
Shares (including Ordinary Shares represented by ADSs) held by Parent, Merger Sub or the Company (as treasury shares, if any), or by any of their direct or indirect subsidiaries (including ADSs corresponding to such Ordinary Shares) held by the ADS
Depositary and/or reserved for issuance and allocation pursuant to the Company Share Plans (as defined below) (such Ordinary Shares under the foregoing (ii) are collectively referred to herein as the “Excluded Shares”) and
(iii) Ordinary Shares owned by holders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Cayman Islands Companies Act (the “Dissenting
Shares”). The Continuing Shares were not cancelled and remain outstanding and continue to exist without interruption as the same number of validly issued, fully paid and non-assessable shares of the
Surviving Company and neither Parent nor Merger Sub shall make payment of consideration therefor. The Excluded Shares were cancelled and ceased to exist without payment of any consideration or distribution therefor. The Dissenting Shares were
cancelled and ceased to exist in exchange for the right to receive the payment of fair value of such Dissenting Shares determined in accordance with Section 238 of the Cayman Islands Companies Act.
In addition, at the Effective Time, the Company (a) instructed the ADS Depositary to provide the registered holders of ADSs with the 30 days’ notice
required in order to terminate the Company’s ADS program, (b) terminated the Company’s 2006 Share Incentive Plan, 2019 Share Incentive Plan, 2019 Employee Share Purchase Plan and 2020 ADS Plan (as amended and restated, collectively,
the “Company Share Plans”) and all relevant award agreements entered into under the Company Share Plans, (c) cancelled all options to purchase Ordinary Shares (the “Company Options”) granted under the Company
Share Plans that were then outstanding, whether or not vested and (d) cancelled all Company Restricted Share Units (“Company RSUs”). At the Effective Time, (i) each Company Option that vested and remained outstanding and
unexercised as of the Effective Time was cancelled and, if the per Ordinary Share exercise price of such vested option was less than US$0.03125, such holders thereof shall receive, as soon as practicable after the Effective Time, from the Surviving
Company or one of its subsidiaries, without interest and net of any applicable withholding taxes, a cash amount equal to the product of (a) the excess, if any, of US$0.03125 over the exercise price of such vested option and (b) the number
of Ordinary Shares underlying such vested option; (ii) each option to purchase Ordinary Shares granted under the Company Plans that remains unvested, outstanding and unexercised as of the Effective Time was cancelled and, if the per Ordinary
Share exercise price of such unvested option is less than US$0.03125, the holders thereof became entitled to receive from the Surviving Company, without interest and net of any applicable withholding taxes, a restricted cash award equal to the
product of (a) the excess, if any, of the US$0.03125 over the exercise price of such unvested option and (b) the number of Ordinary Shares underlying such unvested option; and (iii) each Vested Company RSU (as such term is defined in
the Merger Agreement), if any, was cancelled at the Effective Time and the holder thereof became entitled to receive
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