iClick Interactive Asia Group Limited

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024.
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                       to
OR
☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
Commission file number:  001-38313
Amber International Holding Limited
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
1 Wallich Street, #30-02 Guoco Tower,
Singapore 078881 Tel: +65 60220228
(Address of principal executive offices)
Josephine Ngai, Chief Financial Officer
1 Wallich Street, #30-02 Guoco Tower,
Singapore 078881 Tel: +65 60220228
E-mail: josephine.ngai@ambr.io
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
    
Trading Symbol
 
Name of each exchange on which registered
American Depositary Shares, one representing five Class A
ordinary shares, par value US$0.001 per share*

*Not for trading, but only in connection with the listing on the
Nasdaq Global Market of American depositary shares.
 
AMBR
 
Nasdaq Global Market
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
As of December 31, 2024, there were 47,390,657 ordinary shares outstanding, par value $0.001 per share, being the sum of 42,356,230 Class A ordinary shares
and 5,034,427 Class B ordinary shares.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes  ☒ No

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If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
☐ Yes  ☒ No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.
☐ Yes  ☒ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ Yes  ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large
accelerated filer” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer. ☐
 
Accelerated filer ☐
 
Non-accelerated filer ☒
 
Emerging growth company ☐
If an emerging growth company that prepare 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 13(a) of the Exchange Act. ☐
† 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.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☒
 
International Financial Reporting Standards as issued

by the International Accounting Standards Board ☐
 
Other ☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17  ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes  ☒ No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.
☐ Yes  ☐ No
Of the 42,356,230 Class A ordinary shares as of December 31, 2024, 3,011,704 were held by JPMorgan Chase Bank N.A., our depositary, representing Class A ordinary
shares underlying the share based awards reserved for issuance under our Post-IPO Plan and our 2018 Share Incentive Plan.

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i
TABLE OF CONTENTS
PART I
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
6
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
6
ITEM 3.
KEY INFORMATION
6
ITEM 4.
INFORMATION ON THE COMPANY
62
ITEM 4A
UNRESOLVED STAFF COMMENTS
80
ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
80
ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
97
ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
108
ITEM 8.
FINANCIAL INFORMATION
108
ITEM 9.
THE OFFER AND LISTING
109
ITEM 10.
ADDITIONAL INFORMATION
110
ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
120
ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
122
PART II
ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
124
ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
124
ITEM 15.
CONTROLS AND PROCEDURES
124
ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT
125
ITEM 16B.
CODE OF ETHICS
125
ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
125
ITEM 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
125
ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
125
ITEM 16F.
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
126
ITEM 16G.
CORPORATE GOVERNANCE
126
ITEM 16H.
MINE SAFETY DISCLOSURE
127
ITEM 16I.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
127
ITEM 16J.
INSIDER TRADING POLICIES
127
ITEM 16K.
CYBERSECURITY
127
PART III
ITEM 17.
FINANCIAL STATEMENTS
129
ITEM 18.
FINANCIAL STATEMENTS
129
ITEM 19.
EXHIBITS
129

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CONVENTIONS THAT APPLY TO THIS ANNUAL REPORT
Unless otherwise indicated and except where the context otherwise requires, references in this annual report to:
●
“ADSs” refers to our American depositary shares. Two ADSs represent one Class A ordinary share before November 14,
2022, and one ADS represent five Class A ordinary shares effective from November 14, 2022;
●
“Amber Group” refers to Amber Global Limited, Amber DWM Holding Limited’s shareholder and strategic partner;
●
“Amber Premium”is the brand name under which Amber International Holding Limited operates its institutional crypto
financial services and solutions business.
●
“Bitcoin” refers to the first peer-to-peer electronic cash system of global, decentralized, scarce, digital money;
●
“blockchain” refers to a cryptographically secure digital ledger that maintains a record of all transactions that occur on the
network and follows a consensus protocol for confirming new blocks to be added to the blockchain;
●
“China” or “PRC” refers to the People’s Republic of China, including mainland China, Hong Kong and Macau and, only
for the purpose of this annual report, excluding Taiwan; the only instances in which “China” or “the PRC” do not include
Hong Kong or Macau are when used in the case of laws and regulations, including, among others, tax matters, adopted by
the People’s Republic of China; the legal and operational risks associated with operating in China also apply to our
operations in Hong Kong;
●
“crypto” refers to any cryptography-based market, system, application, or decentralized network;
●
“crypto asset” refers to any digital asset built using blockchain technology, including cryptocurrencies, stablecoins, and
security tokens;
●
“cryptocurrency” refers to Bitcoin and alternative coins, or “altcoins,” launched after the success of Bitcoin, designed to
work as a medium of exchange, store of value, or to power applications and excludes security tokens;
●
“cryptoeconomy” refers to a new open financial system built upon crypto;
●
“DeFi” refers to “Decentralized Finance,” referring to a peer-to-peer software-based network of protocols that can be used
to facilitate traditional financial services like borrowing, lending, trading derivatives, insurance and more through smart
contracts;
●
“Disposals” refers to the Company’s disposal of the mainland China enterprise solutions business on September 23, 2024,
and the Company’s disposal of the mainland China demand side marketing solutions on November 27, 2024, such disposed
businesses are referred to as the “Disposed Businesses”; “DWM Asset Restructuring” has the meaning ascribed to it in
“Item 3. Key Information”;
●
“Group” means the Company and its consolidated entities;
●
“HK$” or “Hong Kong dollars” refers to the legal currency of Hong Kong;
●
“mining” refers to the process by which new blocks are created, and thus new transactions are added to the blockchain;
●
“Merger” has the meaning ascribed to it in “Item 3. Key Information”;
●
“ordinary shares” refer to our Class A and Class B ordinary shares, par value US$0.001 per share;

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●
“RMB” or “Renminbi” refers to the legal currency of China;
●
“smart contract” refers to software that digitally facilitates or enforces a rules-based agreement or terms between
transacting parties;
●
“stablecoin” refers to crypto assets designed to minimize price volatility;
●
“staking” refers to an energy efficient equivalent of mining;
●
“wallet” refers a place to store public and private keys for crypto assets;
●
“we,” “us,” “our company,” “our,” “the Company”, means , Amber International Holding Limited, which was known as
iClick Interactive Asia Group Limited (“iClick”) prior to the consummation of the Merger. Amber International Holding
Limited (“Amber International”) is a Cayman Islands holding company with no operations of its own and conducts its
business through its subsidiaries.
●
“$,” “US$,” “dollars” or “U.S. dollars” refers to the legal currency of the United States;
Our financial statements are expressed in the U.S. dollar, which is our reporting currency. Certain of our financial data in this
annual report on Form 20-F are translated into U.S. dollars solely for the reader’s convenience. Unless otherwise noted, all convenience
translations from Renminbi to U.S. dollars, and from Hong Kong dollars to U.S. dollars, in this annual report on Form 20-F were made at
a rate of RMB7.2993 to US$1.00, and HKD7.7677 to US$1.00, respectively, which were the exchange rates set forth in the H.10
statistical release of the Board of Governors of the Federal Reserve System on December 31, 2024. We make no representation that any
Renminbi/ Hong Kong dollar or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi/ Hong Kong
dollar, as the case may be, at any particular rate, at the respective rate stated above, or at all. Any discrepancies in any table between the
amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.
During the reporting period, we provided marketing solutions and enterprise solutions in Asia. On September 23, 2024, we
disposed of our mainland China enterprise solutions business. On November 27, 2024, we disposed of our demand side marketing
solutions business in mainland China. The Disposed Businesses were deconsolidated from the Group upon their respective Disposals and
the results of the Disposed Businesses are reflected in the Group’s consolidated financial statements included in this annual report as
discontinued operations accordingly. Historical financial results are adjusted for comparative purposes. See Note 5 to the financial
statements include elsewhere in this annual report.
On March 12, 2025, we closed the merger with Amber DWM Holding Limited, a leading provider of institutional crypto
financial services and solutions operating under the brand name “Amber Premium”. The consolidated financial results in this annual
report do not include the performance of Amber DWM, which merged with the Company post year ended December 31, 2024.
FORWARD-LOOKING STATEMENTS
This annual report on Form 20-F contains forward-looking statements that relate to our current expectations and views of future
events. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results,
performance or achievements to be materially different from those expressed or implied by the forward-looking statements. These
statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigations Reform Act of 1995.
You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,”
“aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based
these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our
financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements
relating to:
●
our mission, goals and strategies;

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●
our future business development, financial condition and results of operations;
●
the expected growth of our industry;
●
our expectations regarding demand for and market acceptance of our products, services and solutions;
●
competition in our industry;
●
relevant government policies and regulations relating to our business and industry;
●
general economic and business conditions globally and in jurisdictions where we operate; and
●
assumptions underlying or related to any of the foregoing.
You should read this annual report and the documents that we refer to in this annual report and have filed as exhibits to this
annual report completely and with the understanding that our actual future results may be materially different from what we expect.
Other sections of this annual report discuss factors which could adversely impact our business and financial performance. Moreover, we
operate in an evolving environment. New risk factors emerge from time to time and it is not possible 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 materially from those contained in any forward-looking statements. We qualify all of our forward-looking
statements by these cautionary statements.
You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in
this annual report relate only to events or information as of the date on which the statements are made in this annual report. Except as
required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated
events.
ENFORCEABILITY OF CIVIL LIABILITIES
We are incorporated in the Cayman Islands to take advantage of certain benefits associated with being a Cayman Islands
exempted limited liability company, such as political and economic stability, an effective judicial system (except for certain
disadvantages discussed below), 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 that the Cayman Islands has a less developed body of securities laws as compared to the United States and provides significantly
less protection to investors. In addition, Cayman Islands companies may not have standing to sue before the federal courts of the United
States. Our constituent documents do not contain provisions requiring that disputes be submitted to arbitration, including those arising
under the securities laws of the United States, between us, our officers, directors and shareholders.
We conduct all of our current operations outside the United States, and all of our assets are located outside the United States. All
of our directors and executive officers are nationals or residents of jurisdictions other than the United States and most of their assets are
located outside of the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States
upon us or such persons, or to enforce against us, our assets, our directors or officers, or the 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.
Cayman Islands
Travers Thorp Alberga, Attorneys at Law, our counsel as to Cayman Islands law, has advised us that there is uncertainty as to
whether the courts of the Cayman Islands would (1) recognize or enforce judgments of U.S. 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 (2)
entertain original actions brought in the Cayman Islands against us, our assets, or our directors or officers, predicated upon the securities
laws of the United States or any state in the United States.

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Travers Thorp Alberga, Attorneys at Law, has informed us 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), a judgment obtained in such jurisdiction will be recognized and enforced
in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action
commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (a) is given by a foreign
court of competent jurisdiction, (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been
given, (c) is final, (d) is not in respect of taxes, a fine or a penalty; and (e) was not obtained in a manner and is not of a kind the
enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. However, the Cayman Islands courts are
unlikely to enforce a judgment obtained from the U.S. courts under civil liability provisions of the U.S. federal securities law if such
judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in
nature. Because such a determination has not yet been made by a court of the Cayman Islands, it is uncertain whether such civil liability
judgments from U.S. courts would be enforceable in the Cayman Islands.
However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the United States courts under the civil
liability provisions of the securities laws if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to
make payments that are penal or punitive in nature. A Cayman Islands court may stay enforcement proceedings if concurrent
proceedings are being brought elsewhere.
Singapore
Harry Elias Partnership LLP, our counsel as to Singapore law, has advised us that there is uncertainty as to whether judgments
of courts in the United States based upon the civil liability provisions of the securities laws of the United States or any state or territory of
the United States will be recognized and/or enforced by the Singapore courts, and there is doubt as to whether the Singapore courts will
enter judgments in original actions brought in the Singapore courts based solely on the civil liability provisions of these securities laws.
An in persona final and conclusive judgment in the federal or state courts of the United States under which a fixed sum of money is
payable may generally be enforced as a debt in the Singapore courts under the common law as long as it is established that the Singapore
courts have jurisdiction over the judgment debtor. However, the Singapore courts are unlikely to enforce a foreign judgment if (a) the
foreign judgment is inconsistent with a prior local judgment that is binding on the same parties; (b) the recognition or enforcement of the
foreign judgment would contravene the public policy of Singapore; (c) the proceedings in which the foreign judgment was obtained were
contrary to principles of natural justice; (d) the foreign judgment was obtained by fraud; or (e) the enforcement of the foreign judgment
amounts to the direct or indirect enforcement of a foreign penal, revenue or other public law.
In particular, the Singapore Courts may potentially not allow the enforcement of any foreign judgment for a sum payable in
respect of taxes, fines, penalties or other similar charges, including the judgments of courts in the United States based upon the civil
liability provisions of the securities laws of the United States or any state or territory of the United States. In respect of civil liability
provisions of the United States federal and state securities laws that permit punitive damages against us and our Directors or Executive
Officers, we are unaware of any decision by the Singapore courts that has considered the specific issue of whether a judgment of a
United States court based on such civil liability provisions of the securities laws of the United States or any state or territory of the
United States is enforceable in Singapore.

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Hong Kong
Taylor Wessing, our counsel as to Hong Kong law, has advised us that there is uncertainty as to whether the courts of Hong
Kong would (i) 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 (ii) entertain original actions
brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the
United States.
A judgment of a court in the United States predicated upon U.S. federal or state securities laws may be enforced in Hong Kong
at common law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder, and then seeking summary
judgment on the strength of the foreign judgment, provided that the foreign judgment, among other things, is (1) for a debt or a definite
sum of money (not being taxes or similar charges to a foreign government taxing authority or a fine or other penalty) and (2) final and
conclusive on the merits of the claim, but not otherwise. Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it
was obtained by fraud; (b) the proceedings in which the judgment was obtained were opposed to natural justice; (c) its enforcement or
recognition would be contrary to the public policy of Hong Kong; (d) the court of the United States was not jurisdictionally competent;
or (e) the judgment was in conflict with a prior Hong Kong judgment.
Hong Kong has no arrangement for the reciprocal enforcement of judgments with the United States. As a result, there is
uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of United States courts
of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any State or territory
within the United States.
PRC
Jingtian & Gongcheng, our counsel as to PRC law, has advised us that under the PRC Civil Procedures Law, courts in China
may recognize and enforce foreign judgments pursuant to treaties between China and the country where the judgment is rendered or
reciprocity arrangements for the recognition and enforcement of foreign judgments. China does not have any treaties or other
arrangements that provide for the reciprocal recognition and enforcement of foreign judgments with the United States or the Cayman
Islands. Therefore, Jingtian & Gongcheng, our counsel as to PRC law, has advised us that there is substantial uncertainty as to whether
the courts of the PRC would (1) recognize or enforce judgments of U.S. courts obtained against us, our assets 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 (2) entertain
original actions brought in the PRC against us, our assets or our directors or officers, predicated upon the securities laws of the United
States or any state in the United States. Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC
law against us, our assets or our directors or officers in China if they can establish sufficient connection to China for a PRC court to have
jurisdiction, and meet other procedural requirements, including, among others, the plaintiff must have a direct interest in the case, and
there must be a concrete claim, a factual basis and a cause for the suit. However, it will be difficult for foreign shareholders, by virtue
only of holding the ordinary shares, to establish a sufficient connection to China for a PRC court to have jurisdiction as required under
the PRC Civil Procedures Law.

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6
PART I
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not Applicable.
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable.
ITEM 3.
KEY INFORMATION
Disposals and Merger
In September 2024, we disposed of our mainland China enterprise solutions business pursuant to the share purchase agreement,
dated as of July 19, 2024, by and among Tetris Media Limited, Optimix Media Asia Limited and BeihaiOne Limited at a consideration of
US$80,000 (the “Enterprise Solutions Disposal”). This strategic move aimed to optimize our operations based on the performance of
business units, enhance profitability, and realign the business focus to meet market trends and demand in the SaaS sector.
In November 2024, we disposed of our demand side marketing solutions business in mainland China pursuant to the share
purchase agreement, dated as of September 11, 2024, by and among Digital Marketing Group Limited, Optimix Media Asia Limited and
SiAct Inc, at a consideration of RMB1 million or equivalents in US dollars (the “Marketing Solutions Disposal,” collectively with the
Enterprise Solutions Disposal, the “Disposals”). The Marketing Solutions Disposal aligned with our ongoing strategic scale-down of
lower-margin and higher-risk businesses in its marketing solutions segment, and our strategy of optimizing its operations and realigning
its business focus to meet market trends. The uncertainties around the macro-economic conditions since the COVID-19 pandemic led to
a broad-based slowdown in the advertising market in mainland China. In addition, the uncertainty in macro-economic environment with
ongoing influences on market sentiment, advertising spending and promotional activities affect the profitability and cash flows of this
cash intensive business segment. The Marketing Solutions Disposal enabled us to concentrate resources on its service offerings with
higher margins, greater operational efficiency and flexibility, and balanced risks.
After the Disposals, we continued to operate our supply side marketing solutions in mainland China, as well as marketing
solutions and enterprise solutions business in Hong Kong and overseas.
The Disposed Businesses were deconsolidated from the Group upon their respective Disposals and the results of the Disposed
Businesses are reflected in the Group’s consolidated financial statements included in this annual report as discontinued operations
accordingly. Historical financial results are adjusted for comparative purposes.  See Note 5 to the financial statements include elsewhere
in this annual report.
On November 29, 2024, the Company entered into a definitive agreement and plan of merger (the “Merger Agreement”), with
Overlord Merger Sub Ltd. (“Merger Sub”), a directly wholly owned subsidiary of the Company, and Amber DWM Holding Limited
(“Amber DWM”), the holding entity of Amber Group’s institutional crypto financial services and solutions business, known as Amber
Premium (“Amber Premium”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Amber DWM, with Amber
DWM continuing as the surviving entity and becoming a wholly-owned subsidiary of the Company (the “Merger”), and the shareholders
of Amber DWM will exchange all of the issued and outstanding share capital of Amber DWM for a mixture of newly issued Class A and
Class B ordinary shares of the Company on the terms and conditions set forth therein in a transaction exempt from the registration
requirements under the Securities Act of 1933.

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Pursuant to the DWM Merger Agreement, Amber DWM will, prior to the consummation of the Merger, execute certain
restructuring involving (i) the acquisition of 100% of the equity interest in WhaleFin Markets Limited from Amber Global Limited
(“AB”), and (ii) cause certain subsidiary of Amber DWM to assume all rights and obligations under certain contracts of WhaleFin
Technologies Limited (“WFTL” and such contracts, the “WFTL Assigned Contracts”) (together the “DWM Asset Restructuring”).
Pursuant to the Merger Agreement, certain local regulatory approvals shall have been obtained before the completion of the Merger.
Specifically, the Company’s acquisition of 100% of the equity interest in WhaleFin Markets Limited from AB is subject to acceptance of
the license application with the Securities Futures Commission in Hong Kong; the Company becoming a controller in Sparrow Tech
Private Limited is subject to the Monetary Authority of Singapore’s approval regarding the change of controller; and the assignment of
the WFTL Assigned Contracts is subject to Amber Premium FZE obtaining the Virtual Asset Service Provider license with the Virtual
Assets Regulatory Authority (the “VARA”) in Dubai.
To expedite the closing of the Merger, the parties have entered to an Amendment, Waiver and Framework Agreement (the
“Framework Agreement”) to amend and waive certain closing conditions to the Merger, including in relation to the DWM Asset
Restructuring and these regulatory approvals, and to provide for alternative arrangements that would afford the Company with
substantially the same economic benefits as the transactions contemplated under the Merger Agreement. Specifically, (i) pursuant to the
Framework Agreement, the parties have agreed to complete the DWM Asset Restructuring and cause Sparrow Tech Private Limited to
become an indirect subsidiary of the Company promptly upon the receipt of the relevant regulatory approvals, and (ii) pursuant to certain
intercompany services agreement entered into concurrently with the execution of the Framework Agreement, while the regulatory
approvals are pending, the Company will receive 100% of the consolidated basis net income generated by the WFTL Assigned Contracts
and 100% consolidated net income of Sparrow Tech Private Limited. The Company became a controller in Sparrow Tech Private Limited
as of April 25, 2025. and as of the date of this annual report, the DWM Asset Restructuring has not been completed as the requisite local
regulatory approvals have not been obtained.
The Merger was closed on March 12, 2025. In connection with the Merger, the Company changed its name from “iClick
Interactive Asia Group Limited” to “Amber International Holding Limited”. In addition, ADSs began trading under the new ticker
symbol “AMBR” on the Nasdaq effective on March 13, 2025.
The consolidated financial results in this annual report do not include the performance of Amber DWM, which merged with the
Company post year ended December 31, 2024.
Termination of the Company’s Status as China Concept Stock
Under the China Overseas Listing Filing Rules, a China-based company is required to file with the CSRC within three business
days after its initial submission of the registration statement in connection with an initial public offering to the SEC for its nonpublic
review, within three business days after its first public filing of such registration statement with the SEC, and usually within fifteen
business days after the completion of such offering. Additionally, China-based companies listed overseas are required to report “material
events” to the CSRC within three business days following the occurrence and public announcement of such events. These material events
include change of control, voluntary delisting or being ordered to delist, and investigations or penalties by overseas securities regulatory
bodies, among other things. The China Overseas Listing Filing Rules also require China-based companies listed overseas to file with the
CSRC within three business days after the completion of a follow-on securities offerings in the same overseas market and file with the
CSRC for its offerings or listing in offshore stock market other than the stock market of its initial public offering or listing within three
business days after the submission of an offering application outside mainland China.
Following the Disposals and Merger and as of the date of this annual report, we operate our supply side marketing solutions in
mainland China and no longer engage in any material operations in mainland China, and none of our directors and officers are residents
of China. In connection with the Disposals, we filed a special report with the Chinese Securities Regulatory Commission, or the CSRC,
explaining, with the support of a legal opinion of our special PRC counsel, Commerce & Finance Law Offices, that, after the Disposals,
we will no longer be subject to the filing requirements under the China Overseas Listing Filing Rules.

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8
Additionally, our PRC legal counsel, Jingtian & Gongcheng, is of the opinion that as of the date of this annual report, we do not
need to apply for cybersecurity reviews in China under its current regulatory regime. This is because (i) as of the date of this annual
report, we have not received any notice or determination from competent PRC government authorities identifying us as a critical
information infrastructure operator or requiring us to undertake a cybersecurity review by the CAC; (ii) as of the date of this annual
report, we have not been notified by any authorities of being classified as a data processor carrying out data processing activities that
influence or may influence national security; and (iii) data processed in our business is less likely to have a bearing on national security,
thus making it unlikely for such data to be classified as core or important data by the authorities. However, we cannot rule out the
possibility that the competent PRC government authorities will not initiate cybersecurity reviews on us in the future. See “—Risks
Related to Our Business—We are subject to risks surrounding the evolving laws and regulations regarding cybersecurity, information
security, privacy and data protection and other related laws and requirements in China.”
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 from certain
provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers. Moreover, the
information we are required to file with or furnish to the Securities and Exchange Commission (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 a company incorporated in the
Cayman Islands, we are permitted to adopt, and have adopted certain home country practices in relation to corporate governance matters
that differ significantly from the Nasdaq Global Market (“Nasdaq”) listing standards. See “—Risks Related to Our Business—As a
company incorporated in the Cayman Islands, we have adopted certain home country practices in relation to corporate governance
matters that differ significantly from the Nasdaq corporate governance requirements; these practices may afford less protection to
shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.; these practices may afford
less protection to shareholders than they would enjoy if we complied fully with the Nasdaq corporate governance requirements.” These
practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq listing standards.
Risks Associated with the Holding Foreign Companies Accountable Act
Pursuant to the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, or the
HFCA Act, 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 U.S. Public Company Accounting Oversight Board (the “PCAOB”) for two consecutive years because of a position
taken by authorities in a foreign jurisdiction, the SEC will prohibit our ADSs from being traded on a national securities exchange or in
the over-the-counter trading market in the United States. On December 16, 2021, the PCAOB issued a report to notify the SEC of its
determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in
mainland China or Hong Kong, including our former auditor, PricewaterhouseCoopers, who has audited our financial statements as of
and for the years ended December 31, 2022 and 2023. Subsequently, we were conclusively identified by the SEC as a “Commission-
Identified Issuer” under the HFCA Act on June 1, 2022 in respect of our annual report for the year ended December 31, 2021 filed on
May 2, 2022.
On December 15, 2022, the PCAOB announced its determination that it was able to inspect and investigate audit firms in
mainland China and Hong Kong completely for purposes of the HFCA Act, and the PCAOB vacated its December 16, 2021
determinations. As a result, the SEC will not provisionally or conclusively identify an issuer as a Commission-Identified Issuer if it files
an annual report with an audit report issued by a registered public accounting firm headquartered in mainland China or Hong Kong on or
after December 15, 2022, until such time as the PCAOB issues a new determination. In addition, our auditor WWC, P.C., who has
audited (i) our consolidated balance sheet as of December 31, 2024, and the related consolidated statements of comprehensive loss, of
changes in shareholders’ equity and of cash flows for the year ended December 31, 2024, including the related notes contained in this
annual report, and (ii) the adjustments to the 2023 and 2022 consolidated financial statements to retrospectively present discontinued
operations as disclosed in Note 5 to our consolidated financial statements in this annual report and the adoption of the change in
disclosures for reportable segment as disclosed in Note 2(ak) to our consolidated financial statements in this annual report, is not on the
list published by the PCAOB subject to the determinations as to inability to inspect or investigate completely, as announced by the
PCAOB on December 16, 2021, and it is based in the U.S. and is registered with the PCAOB and subject to PCAOB inspection, having
its latest inspection completed in December 2023. However, 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 such
jurisdictions to issue an audit report on our 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.

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While we currently do not expect the HFCA Act to prevent us from maintaining the trading of our ADSs in the U.S.,
uncertainties exist with respect to future determinations of the PCAOB in this respect and any further legislative or regulatory actions to
be taken by the U.S. or Chinese governments that could affect our listing status in the U.S. The delisting of our ADSs, or the threat of
their being delisted, may materially and adversely affect the value of your investment.
Risks Associated with Our Corporate Structure
We are a holding company with no business operations of our own. We conduct all of our operations through our subsidiaries.
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.

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10
The following diagram illustrates our organizational structure, including all of our significant subsidiaries:
Before the Disposals

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11
After the Disposals
The nominee shareholders of Beijing OptAim Network Technology Co., Ltd. are Mr. Jian Tang and Mr. Shaoqiang Shi, who are
our former Chairman of the board and Finance Director in PRC.

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12
As of the Date of the Annual Report (Reflecting the Completion of the Merger)

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13
A.
[Reserved]
B.
Capitalization and Indebtedness
Not Applicable.
C.
Reasons for the Offer and Use of Proceeds
Not Applicable.
D.
Risk Factors
Our business, financial condition and results of operations are subject to various changing business, competitive, economic,
political and social conditions. In addition to the factors discussed elsewhere in this annual report, the following are some of the
important factors that could adversely affect our operating results, financial condition and business prospects, and cause our actual results
to differ materially from those projected in any forward-looking statements.
Summary of Risk Factors
Risks Related to Our Business
●
We may not obtain the regulatory approval in relation to DWM Asset Restructuring in a timely manner or at all and may
need to continue relying on the intercompany service agreements to receive the economic benefits of the WFTL Assigned
Contracts.
●
Our institutional crypto financial services and solutions business is nascent, not fully proven by market and subject to
material legal, regulatory, operational, reputational, tax and other risks in the jurisdictions where we operate and are not
assured to be profitable.
●
Our operating results are dependent on the prices of digital assets and volume of transactions that we conduct. If such price
or volume declines, our business, operating results, and financial condition would be adversely affected.
●
Our operating results are dependent on the prices of digital assets and volume of transactions that we conduct. If such price
or volume declines, our business, operating results, and financial condition would be adversely affected.
●
A particular digital asset’s status as a “security” in any relevant jurisdiction is subject to a high degree of uncertainty and if
we are unable to properly characterize a digital asset, we may be subject to regulatory scrutiny, investigations, fines, and
other penalties, which may adversely affect our business, operating results, and financial condition.
●
If we fail to develop, maintain and enhance our brand and reputation, our business operating results and financial condition
may be adversely affected.
●
We may not be able to compete effectively, which could materially and adversely affect our business, financial condition,
results of operations and prospects, as well as our reputation and brands.
●
We may be subject to inquiries, investigations, and enforcement actions by regulators and governmental authorities
worldwide, including those related to sanctions, export control, and anti-money laundering.
●
We and our third-party service providers’ failure to safeguard and manage our and our clients’ funds and digital assets
could adversely impact our business, operating results and financial condition.

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14
●
We are headquartered in Singapore, and primarily operate in Singapore, Hong Kong and Dubai. To a lesser extent, we
operate a part of our legacy marketing solutions in mainland China, including through a variable interest entity. We are
exposed to the risks related to the regulatory environment and changes in the economic, political or social conditions or
government policies in Hong Kong and mainland China and risks related to the use of a VIE structure.
Risks Related to Cryptocurrencies and Digital Assets
●
The continuing development and acceptance of digital assets and distributed ledger technology are subject to a variety of
risks.
●
Digital assets represent a new and rapidly evolving industry, and our business operations and financial performance have in
the past been, and may in the future be impacted by the acceptance of Bitcoin and other digital assets.
●
The prices of digital assets are extraordinarily volatile.
●
Due to a lack of familiarity and some negative publicity associated with digital asset-related companies, existing and
potential clients, counterparties and regulators may lose confidence in digital asset management companies.
●
Many digital asset transactions are irrevocable and stolen or incorrectly transferred digital assets may be irretrievable. As a
result, any incorrectly executed digital asset transactions could adversely affect our business operations and financial
performance.
Risks Related to Our American Depositary Shares
●
The market price for our ADSs may be volatile.
●
Our ADSs may not comply with the minimum listing requirements of the Nasdaq.
●
We cannot guarantee that any share repurchase program will be fully consummated or that any share repurchase program
will enhance long-term shareholder value, and share repurchases could increase the volatility of the trading price of the
ADSs and could diminish our cash reserves.
●
Our operating results are dependent on the prices of digital assets and volume of transactions that we conduct. If such price
or volume declines, our business, operating results, and financial condition would be adversely affected.
Risks Related to Our Business
—
Risks Related to Our Institutional Crypto Financial Services and Solutions Business
We may not obtain the regulatory approval in relation to DWM Asset Restructuring in a timely manner or at all and may need to
continue relying on the intercompany service agreements to receive the economic benefits of the WFTL Assigned Contracts.
Pursuant to the Merger Agreement, certain local regulatory approvals shall have been obtained before the completion of the
Merger. These approvals include local regulatory approvals for the DWM Asset Restructuring and for the Company to become a
controller in Sparrow Tech Private Limited, an indirect subsidiary of Amber DWM. Specifically, the Company’s acquisition of 100% of
the equity interest in WhaleFin Markets Limited from AB is subject to acceptance of the license application with the Securities Futures
Commission in Hong Kong; the Company becoming a controller in Sparrow Tech Private Limited is subject to the Monetary Authority
of Singapore’s approval regarding the change of controller; and the assignment of the WFTL Assigned Contracts is subject to Amber
Premium FZE obtaining the Virtual Asset Service Provider license with the Virtual Assets Regulatory Authority (the “VARA”) in Dubai.

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To expedite the closing of the Merger, the parties have entered to the Framework Agreement to amend and waive certain closing
conditions to the Merger, including in relation to the DWM Asset Restructuring and these regulatory approvals, and to provide for
alternative arrangements that would afford the Company with substantially the same economic benefits as the transactions contemplated
under the Merger Agreement. Specifically, (i) pursuant to the Framework Agreement, the parties have agreed to complete the DWM
Asset Restructuring and cause Sparrow Tech Private Limited to become an indirect subsidiary of the Company promptly upon the receipt
of the relevant regulatory approvals, and (ii) pursuant to certain intercompany services agreement entered into concurrently with the
execution of the Framework Agreement, while the regulatory approvals are pending, the Company will receive 100% of the consolidated
basis net income generated by the WFTL Assigned Contracts and 100% consolidated net income of Sparrow Tech Private Limited.
As of the date of this annual report, the DWM Asset Restructuring has not been completed as the relevant local regulatory
approvals have not been obtained. We cannot assure you that the we may obtain the regulatory approval in relation to DWM Asset
Restructuring in a timely manner or at all. In the absence of such regulatory approvals, we will continue relying on the intercompany
service agreement to receive the 100% of the consolidated basis net income generated by the WFTL Assigned Contracts. The
counterparty to Framework Agreement and the intercompany service agreement may not perform their obligations under the contracts
and the contractual arrangement does not afford us with control over their business operations, all of which could lead to material adverse
effect on the Company’s business and results of operations.
Our institutional crypto financial services and solutions business is nascent, not fully proven by market and subject to material legal,
regulatory, operational, reputational, tax and other risks in the jurisdictions where we operate and are not assured to be profitable.
Our institutional crypto financial services and solutions business is nascent, not fully proven by market and subject to material
legal, regulatory, operational, reputational, tax and other risks in every jurisdiction and are not assured to be profitable. We may fail to be
able to implement investment or trading strategies, develop our business lines or produce a return for our investors. We have chosen to
pursue a number of different businesses in this evolving industry and in different jurisdictions. It is possible that some of these businesses
or jurisdictions may be difficult to enter and/or it may become evident that a particular business is not a productive use of capital or time.
This could lead it to modify our businesses and focus.
From time to time, we may also launch new lines of business, offer new products and services within existing lines of business
or undertake other strategic projects. There are substantial risks and uncertainties associated with these efforts and we would invest
significant capital and resources in such efforts. Also, the volatile nature of cryptoeconomy make it difficult to evaluate our current
business and future prospects. Regulatory requirements can affect whether initiatives are able to be brought to market in a manner that is
timely and attractive to our clients. Initial timetables for the development and introduction of new lines of business, products or services
and price and profitability targets may not be met.
Our operating results are dependent on the prices of digital assets and volume of transactions that we conduct. If such price or
volume declines, our business, operating results, and financial condition would be adversely affected.
We primarily generate commissions and execution fees in connection with the purchase, sale and trading of digital assets by our
clients. Depending on product types, we either charge a flat fee or a percentage of the value of each transaction. Declines in the volume
of digital asset transactions, the price of digital assets, or market liquidity for digital assets generally may result in lower total revenue to
us.
The price of digital assets and associated demand for buying, selling, and trading of digital assets have historically been subject
to significant volatility. For instance, in 2017, the value of certain digital assets, including Bitcoin, experienced steep increases in value,
followed by a steep decline in 2018. The collapse of several companies in the digital asset industry such as Celsius, Voyager and FTX in
2022 impacted digital assets prices at various points throughout the year and digital asset prices continue to be volatile. The price and
trading volume of any digital asset is subject to significant uncertainty and volatility, and may significantly decline in the future, without
recovery. Such uncertainty and volatility depend on a number of factors, including:
●
market conditions of, and overall sentiment towards, digital assets and the cryptoeconomy, including, but not limited to, as
a result of actions taken by or developments of other companies in the cryptoeconomy (for example, smart contract hacks
or protocol failures encountered by other companies in the cryptoeconomy). See “—Risks Related to Cryptocurrencies and
Digital Assets;”

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16
●
changes in liquidity, volume, and trading activities;
●
trading activities on digital asset trading platforms worldwide, many of which may be unregulated, and may include
manipulative activities;
●
investment and trading activities of highly active retail and institutional users, speculators, miners, and investors;
●
the speed and rate at which cryptocurrency is able to gain adoption as a medium of exchange, utility, store of value,
consumptive asset, security instrument, or other financial assets worldwide, if at all;
●
decreased user and investor confidence in digital assets and digital asset platforms;
●
negative publicity and events relating to the cryptoeconomy;
●
unpredictable social media coverage or “trending” of, or other rumors and market speculation regarding, digital assets;
●
the ability for digital assets to meet user and investor demands;
●
the functionality and utility of digital assets and their associated ecosystems and networks, including digital assets designed
for use in various applications;
●
consumer preferences and perceived value of digital assets and digital asset markets;
●
increased competition from other payment services or other digital assets that exhibit better speed, security, scalability, or
other characteristics;
●
regulatory or legislative changes and updates affecting the cryptoeconomy;
●
the characterization of digital assets under the laws of various jurisdictions around the world;
●
the maintenance, troubleshooting, and development of the blockchain networks underlying digital assets, including by
miners, validators, and developers worldwide;
●
the ability for cryptocurrency networks to attract and retain miners or validators to secure and confirm transactions
accurately and efficiently;
●
ongoing technological viability and security of digital assets and their associated smart contracts, applications and
networks, including vulnerabilities against hacks and scalability;
●
fees and speed associated with processing digital asset transactions, including on the underlying blockchain networks and
on digital asset trading platforms;
●
financial strength of market participants;
●
the availability and cost of funding and capital;
●
the liquidity of digital asset trading platforms;
●
interruptions or temporary suspensions or other compulsory restrictions in products or services from or failures of major
digital asset platforms;
●
availability of an active derivatives market for various digital assets;

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17
●
availability of banking and payment services to support cryptocurrency-related projects;
●
level of interest rates and inflation;
●
monetary policies of governments, trade restrictions, and fiat currency devaluations; and
●
national and international economic and political conditions.
There is no assurance that any digital asset will maintain its value or that there will be meaningful levels of trading activities. In
the event that the price of digital assets or the demand for trading digital assets decline, our business, operating results, and financial
condition would be adversely affected.
A particular digital asset’s status as a “security” in any relevant jurisdiction is subject to a high degree of uncertainty and if we are
unable to properly characterize a digital asset, we may be subject to regulatory scrutiny, investigations, fines, and other penalties,
which may adversely affect our business, operating results, and financial condition.
Several jurisdictions have taken a broad-based approach to classifying digital assets as “securities,” while other foreign
jurisdictions, such as Switzerland, Malta, and Singapore, have adopted a narrower approach. As a result, certain digital assets may be
deemed to be a “security” under the laws of some jurisdictions but not others. Various jurisdictions may, in the future, adopt additional
laws, regulations, or directives that affect the characterization of digital assets as “securities.” The classification of a digital asset as a
security under applicable law has wide-ranging implications for the regulatory obligations that flow from the offer, sale, trading, and
clearing of such assets.
We have procedures to analyze whether each digital asset that it seeks to transact in could be deemed to be a “security” under
applicable laws. Our procedures do not constitute a legal standard, but rather represent its company-developed metrics, which permits it
to make a risk-based assessment regarding the likelihood that a particular digital asset could be deemed a “security” under applicable
laws. Regardless of its conclusions, we could be subject to legal or regulatory action in the event a regulatory authority, or a court were to
determine that a supported digital asset currently offered, sold, or traded on our platform is a “security” under applicable laws. Currently,
we only permit transactions of those digital assets for which we determine there are reasonably valid arguments to conclude that
conducting transactions involving those digital assets would not breach any applicable laws. We believe that our process reflects a
comprehensive and thoughtful analysis and is reasonably designed to facilitate consistent application of available legal guidance to
digital assets to facilitate informed risk-based business judgment. However, it recognizes that the application of securities laws to the
specific facts and circumstances of digital assets may be complex and subject to change, and that a listing determination does not
guarantee any conclusion under the relevant securities laws. We expect our risk assessment policies and procedures to continuously
evolve to take into account case law, facts, and developments in technology.
There can be no assurances that we will properly characterize any given digital asset as a security or non-security, or that the
regulatory authorities, or a court, if the question was presented to it, would agree with our assessment. If a regulatory authority, or a court
were to determine that a supported digital asset currently offered, sold, or traded on our platform is a security, we would not be able to
offer such digital asset as part of our products or services until we are able to do so in a compliant manner. In addition, we could be
subject to judicial or administrative sanctions for failing to offer or sell the digital asset in compliance with the legal requirements, or for
acting as a broker, dealer, or national securities exchange without appropriate registration. Such an action could result in injunctions,
cease and desist orders, as well as civil monetary penalties, fines, and disgorgement, criminal liability, and reputational harm. Clients that
traded such supported digital asset through us and suffered trading losses could also seek to rescind such transaction as the basis that it
was conducted in violation of applicable law, which could subject us to significant liability. Furthermore, if we remove any assets from
our products or services, our decision may be unpopular with users and may reduce our ability to attract and retain clients.

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Further, if Bitcoin, Ethereum, or any other supported digital asset is deemed to be a security under any jurisdiction, or in a
proceeding in a court of law or otherwise, it may have adverse consequences for such supported digital asset. For instance, all
transactions in such supported digital asset would have to be registered with the relevant authority, or conducted in accordance with an
exemption from registration, which could severely limit its liquidity, usability and transactability. Moreover, the networks on which such
supported digital assets are utilized may be required to be regulated as securities intermediaries, and subject to applicable rules, which
could effectively render the network impracticable for its existing purposes. Further, it could draw negative publicity and a decline in the
general acceptance of the digital asset. Also, it may make it difficult for such supported digital asset to be traded, cleared, and custodied
as compared to other digital asset that are not considered to be securities.
If we fail to develop, maintain and enhance our brand and reputation, our business operating results and financial condition may be
adversely affected.
Our brand and reputation are key assets and a competitive advantage, and maintaining a strong brand and reputation will be an
important factor in our success and our development of our business. Protecting and enhancing our brand depends largely on the success
of our marketing efforts, ability to provide consistent, high-quality, and secure products, services, features, and support. Thus,
maintaining, protecting, and enhancing our reputation is also important to our development plans and relationships with our partners and
counterparties. Furthermore, we believe that the importance of our brand and reputation may increase as competition in both the financial
services industry and the cryptoeconomy further intensifies. Our brand and reputation could be harmed if we fail to achieve these
objectives or if our public image were to be tarnished by negative publicity, unexpected events, or actions by third parties. Unfavorable
publicity regarding, for example, the quality of or changes to our products and services, litigation or regulatory activity, privacy practices,
data security compromises or breaches, terms of service, employment matters, the use of our products, services, or supported digital
assets for illicit or objectionable ends, the actions of our clients, employees, or the actions of other companies that provide similar
services to ours, has in the past, and could in the future, adversely affect our reputation and our business.
More broadly, because the digital asset and blockchain technology sectors are relatively nascent, public opinion is
underdeveloped and will continue to evolve over time. Unfavorable media coverage in relation to the cryptoeconomy may adversely
impact our business, our operating results and the value of any investment in it. Please see “—Risks Related to Cryptocurrencies and
Digital Assets—Due to a lack of familiarity and some negative publicity associated with digital asset-related companies, existing and
potential clients, counterparties and regulators may lose confidence in digital asset management companies.”
If we fail to protect our brand image or reputation, we may experience material adverse effects to the size, demographics,
engagement, and loyalty of our clients and counterparties, resulting in decreased revenue. Any such negative publicity could have an
adverse effect on the size, activity, and loyalty of our clients and counterparties and result in a decrease in revenue, which could
adversely affect our business, operating results, and financial condition. See “—Risks related to Cryptocurrencies and Digital Assets—
Due to a lack of familiarity and some negative publicity associated with digital asset-related companies, existing and potential clients,
counterparties and regulators may lose confidence in digital asset management companies” for further discussion of these risks.
We may not be able to compete effectively, which could materially and adversely affect our business, financial condition, results of
operations and prospects, as well as our reputation and brands.
The cryptoeconomy is highly innovative, rapidly evolving, and characterized by experimentation, changing client needs,
frequent introductions of new products and services, and subject to uncertain and evolving industry and regulatory requirements. We
expect competition to further intensify in the future as existing players enhance their offerings and new entrants emerge. We face
significant competition globally from a variety of market participants — ranging from crypto-native firms to large traditional financial
services providers and financial technology companies. Particularly, we face competition from several sources, including traditional
financial technology and brokerage firms that have entered the digital asset wealth management market in recent years and offer
overlapping features tailored to similar client segments, companies focused on the digital asset market, some of whom are potentially
able to more quickly adapt to market trends, support a broader range of digital assets, and develop new digital asset-based products and
services due to a different standard of regulatory scrutiny and different internal compliance standards, as well as crypto-focused
companies and traditional financial incumbents that offer point or siloed solutions.

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Many innovative start-up companies and larger companies have made, and continue to make, significant investments in research
and development, and we expect these companies to continue to develop similar or superior products and technologies that compete with
our products. Further, more traditional financial and non-financial services businesses may choose to offer digital asset-based services in
the future as the industry gains adoption. Our current and potential competitors may establish cooperative relationships among
themselves or with third parties that may further enhance their resources, or may otherwise have certain competitive advantages over it.
Some of our current and potential competitors may have significantly more financial, technological, marketing and other resources than
us does and may be able to devote greater resources to the development, promotion and support of their platforms and service offerings.
Our competitors may have longer operating history and greater brand recognition than it. Additionally, a current or potential competitor
may acquire, or form a strategic alliance with, one or more of our other competitors. Our competitors may be better at developing new
products and services, offering more attractive fees, responding more quickly to new digital asset development and undertaking more
extensive and effective marketing campaigns. More players may enter the digital asset market and intensify the market competition.
In response to competition, we may have to lower and/or adjust the various fees that it charges to our clients or increase our
operating expenses and capital expenditures to attract more clients, which could materially and adversely affect our business, margins
and results of operations. If we are not able to compete effectively, our ability to attract and retain clients may be adversely affected, the
level of digital transaction activities and user engagement on our platform may decrease and our market share may be negatively
affected, which could materially and adversely affect our business, financial condition, results of operations and prospects, as well as our
reputation and brands.
We may be subject to inquiries, investigations, and enforcement actions by regulators and governmental authorities worldwide,
including those related to sanctions, export control, and anti-money laundering.
As we continue to expand our business worldwide, we have become increasingly obligated to comply with the laws, rules,
regulations, policies, and legal interpretations of both the jurisdictions in which we operate and those into which we offer services on a
cross-border basis. For instance, financial regulators outside the United States have increased their scrutiny of digital asset exchanges
over time. Moreover, laws regulating financial services, the internet, mobile technologies, digital assets, and related technologies outside
of the United States are highly evolving, extensive and often impose different, more specific, or even conflicting obligations on us, as
well as broader liability. In addition, it is required to comply with laws and regulations related to economic sanctions and export controls
enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of Commerce’s
Bureau of Industry and Security, and U.S. anti-money laundering and counter-terrorist financing laws and regulations, enforced by
FinCEN and certain state financial services regulators. U.S. sanctions and export control laws and regulations generally restrict dealings
by persons subject to U.S. jurisdiction with certain jurisdictions that are the target of comprehensive embargoes, currently the Crimea
Region, the Donetsk People’s Republic, and the Luhansk People’s Republic of Ukraine, Cuba, Iran, North Korea, and Syria, as well as
with persons, entities, and governments identified on certain prohibited party lists. Nonetheless, there can be no guarantee that our
compliance program will prevent transactions with particular persons or addresses or prevent every potential violation of OFAC
sanctions. Any present or future government inquiries relating to sanctions could result in negative consequences for us, including costs
related to government investigations, financial penalties, and harm to our reputation. The impact on us related to such matters could be
substantial. Although we have implemented controls, and are working to implement additional controls and screening tools designed to
prevent sanctions violations, there is no guarantee that we will not inadvertently provide access to our products and services to
sanctioned parties or jurisdictions in the future.
Regulators worldwide frequently study each other’s approaches to the regulation of the cryptoeconomy. Consequently,
developments in any jurisdiction may influence other jurisdictions. New developments in one jurisdiction may be extended to additional
services and other jurisdictions. As a result, the risks created by any new law or regulation in one jurisdiction are magnified by the
potential that they may be replicated, affecting our business in another place or involving another service. Conversely, if regulations
diverge worldwide, we may face difficulty adjusting our products, services, and other aspects of our business with the same effect. These
risks are heightened as we face increased competitive pressure from other similarly situated businesses that engage in regulatory
arbitrage to avoid the compliance costs associated with regulatory changes.

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The complexity of international regulatory and enforcement regimes, coupled with the scope of our growing operations in Asia,
the Middle East and globally and the evolving global regulatory environment, could result in a single event prompting a large number of
overlapping investigations and legal and regulatory proceedings by multiple government authorities in different jurisdictions. Any of the
foregoing could, individually or in the aggregate, harm our reputation, damage our brand and business, and adversely affect our operating
results and financial condition. Due to the uncertain application of existing laws and regulations, it may be that, despite our regulatory
and legal analysis concluding that certain products and services are currently unregulated, such products or services may indeed be
subject to financial regulation, licensing, or authorization obligations that we have not obtained or with which we have not complied. As
a result, we are at a heightened risk of enforcement action, litigation, regulatory, and legal scrutiny which could lead to sanctions, cease
and desist orders, or other penalties and censures which could significantly and adversely affect our continued operations and financial
condition.
We and our third-party service providers’ failure to safeguard and manage our and our clients’ funds and digital assets could
adversely impact our business, operating results and financial condition.
We may from time to time deposit, transfer and hold in custody with third-party custodians client funds and digital assets. Our
policies, procedures, operational controls and controls over financial reporting are designed to protect us from material risks surrounding
commingling of assets, conflicts of interest and the safeguarding of digital assets and client funds deposited, transferred or held in
custody with third-party custodians across jurisdictions. In addition, our security technology is designed to prevent, detect, and mitigate
inappropriate access to our systems, by internal or external threats.
Furthermore, our know-your-customer (“KYC”) and onboarding processes are designed to verify the identity of our clients,
manage associated risks and prevent offers and sales of some digital assets and other products and services to certain persons. We believe
we have developed and maintained administrative, technical, and physical safeguards designed to comply with applicable legal
requirements and industry standards.
As our business continues to grow, we must continue to strengthen our associated internal controls and ensure that our third-
party custodians and other service providers do the same. Our success and the success of our product offerings require significant
confidence in our and our third-party service providers’ ability to properly custody and manage digital asset balances and handle large
and growing transaction volumes and amounts of client funds. In addition, we are dependent on our third-party service providers’
operations, liquidity, and financial condition for the proper custody, maintenance, use and safekeeping of these client assets. Any material
failure by us or such third-party service providers to maintain the necessary controls, policies, safeguarding procedures, perceived or
otherwise, or to manage the digital assets we or they hold for or on behalf of our clients or for our own investment and operating
purposes could also adversely impact our business, operating results, and financial condition. Further, any material failure by us or our
third-party service providers to maintain the necessary controls or to manage client digital assets and funds appropriately and in
compliance with applicable regulatory requirements could result in reputational harm, significant financial losses, lead clients to
discontinue or reduce their use of our and our third-party service providers’ products and services, and result in significant penalties and
fines and additional restrictions, which could adversely impact our business, operating results, and financial condition.
Furthermore, it is possible that hackers, employees or service providers acting contrary to our or our third-party custodians’
policies, or others could circumvent these safeguards to improperly access our systems or documents, or the systems or documents of our
third-party service providers or agents, and improperly access, obtain and misuse client digital assets and funds. The methods used to
obtain unauthorized access, disable, or degrade service or sabotage systems are also constantly changing and evolving and may be
difficult to anticipate or detect for long periods of time. Our and our third-party custodians’ insurance coverage for such impropriety is
limited and may not cover the extent of loss nor the nature of such loss, in which case We may be liable for the full amount of losses
suffered, which could be greater than all of our assets. Our and our third-party custodians’ ability to maintain insurance is also subject to
the insurance carriers’ ongoing underwriting criteria. Any loss of client funds or digital assets could result in a subsequent lapse in
insurance coverage, which could cause a substantial business disruption, adverse reputational impact, inability to compete with our
competitors, and regulatory investigations, inquiries, or actions. Additionally, transactions undertaken through electronic channels may
create risks of fraud, hacking, unauthorized access or acquisition, and other deceptive practices. Any security incident resulting in a
compromise of client assets could result in substantial costs to us and require us to notify impacted clients, and in some cases regulators,
of a possible or actual incident, expose us to regulatory enforcement actions, including substantial fines, limit our ability to provide
services, subject us to litigation, significant financial losses and adversely impact our brand, reputation, business, results of operations,
financial condition and prospects.

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If we cannot keep pace with rapid industry changes to provide new and innovative products and services, the use of our products and
services, and consequently our revenue, could decline, which could adversely impact our business, operating results, and financial
condition.
The institutional crypto financial services and solutions industry, and the cryptoeconomy generally, has been characterized by
many rapid, significant, and disruptive products and services in recent years. These include decentralized applications, which allow yield
farming, staking, token wrapping, governance tokens, innovative programs to attract clients such as transaction fee mining programs,
initiatives to attract traders such as trading competitions, airdrops and giveaways, staking reward programs, and novel cryptocurrency
fundraising and distribution schemes. We expect new services and technologies to continue to emerge and evolve, which may be superior
to, or render obsolete, the products and services that we currently provide. We cannot predict the effects of new services and technologies
on our business. However, our ability to grow our client base and revenue will depend in part on our ability to innovate and create
successful new products and services, both independently and in conjunction with third-parties. In particular, developing and
incorporating new products and services into our business may require substantial expenditures, take considerable time, and ultimately
may not be successful. Any new products or services could fail to attract clients, generate revenue, or perform or integrate well with
third-party applications and platforms. In addition, our ability to adapt and compete with new products and services may be inhibited by
regulatory requirements and general uncertainty in the law, constraints by our banking partners and payment processors, third-party
intellectual property rights, or other factors. Moreover, We must continue to enhance our technical infrastructure and other technology
offerings to remain competitive and maintain a platform that has the required functionality, performance, capacity, security, and speed to
attract and retain clients. As a result, We expect to expend significant costs and expenses to develop and upgrade our technical
infrastructure to meet the evolving needs of the industry. Our success will depend on our ability to develop and incorporate new offerings
and adapt to technological changes and evolving industry practices. If we are unable to do so in a timely or cost-effective manner, our
business and our ability to successfully compete, retain existing clients, and attract new clients may be adversely affected.
Our business is susceptible to risks associated with international operations, including risks associated with difficulties, delays or
failures in obtaining and/or maintaining the regulatory approvals, permissions, authorizations, licenses or consents that may be
required to offer certain products or services in one or more international markets.
We currently have subsidiaries in jurisdictions, such as Singapore, Hong Kong and Dubai. We plan to enter into or increase our
presence in additional markets around the world, and any inability or failure to adequately exploit opportunities for international
expansion, may harm our business and adversely affect our revenue. Our ability to manage our business and conduct our operations
internationally requires considerable management attention and resources and is subject to particular challenges of supporting a rapidly
growing business in an environment of diverse cultures, languages, customs, tax laws, legal systems, alternate dispute systems and
regulatory systems. As we continue to expand our business and client base internationally, we will be increasingly susceptible to risks
associated with international operations. These risks and challenges include:
●
difficulties, delays or failures in obtaining and/or maintaining the regulatory approvals, permissions, authorizations,
licenses or consents that may be required to offer certain products or services in one or more international markets. For
example, we may not be able to obtain the final regulatory approvals for our license applications in Dubai and Hong Kong
in a timely manner, or at all;
●
difficulty establishing and managing international operations and the increased operations, travel, infrastructure and legal
and compliance costs associated with locations in different countries or regions;
●
the need to understand and comply with local laws, regulations and customs in multiple jurisdictions, including laws and
regulations governing broker-dealer practices, some of which may be different from, or conflict with, those of other
jurisdictions, and which might not permit us to operate our business or collect revenues in the same manner as we do in
such other jurisdictions;
●
our interpretations of local laws and regulations, which may be subject to challenge by local regulators;
●
difficulties in managing multiple regulatory relationships across different jurisdictions on complex legal and regulatory
matters;

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●
if we were to engage in any merger or acquisition activity internationally, this is complex and would be new for us and
subject to additional regulatory scrutiny;
●
the need to vary products, pricing and margins to effectively compete in international markets;
●
the need to adapt and localize products for specific countries, including obtaining rights to third-party intellectual property
used in each country;
●
increased competition from local providers of similar products and services;
●
the challenge of positioning our products and services to meet a demand in the local market (also known as “product-
market fit”);
●
the ability to obtain, maintain, protect, defend and enforce intellectual property rights abroad;
●
the need to offer client support and other aspects of our offering (including websites, articles, blog posts and client support
documentation) in various languages;
●
compliance with anti-bribery laws, such as the Foreign Corrupt Practices Act and equivalent anti-bribery and anti-
corruption requirements in local markets, by us, our employees and our business partners, and the potential for increased
complexity due to the requirements on us as a group to follow multiple rule sets;
●
complexity and other risks associated with current and future legal requirements in other countries, including laws, rules,
regulations and other legal requirements related to cybersecurity and data privacy frameworks and labor and employment
laws;
●
the need to enter into new business partnerships with third-party service providers in order to provide products and services
in the local market, which we may rely upon to be able to provide such products and services or to meet certain regulatory
obligations;
●
varying levels of internet technology adoption and infrastructure, and increased or varying network and hosting service
provider costs and differences in technology service delivery in different countries;
●
fluctuations in currency exchange rates and the requirements of currency control regulations, which might restrict or
prohibit conversion of other currencies into our reporting currency;
●
taxation of our international earnings and potentially adverse tax consequences due to requirements of or changes in the
income and other tax laws of the jurisdictions in which we operate; and
●
political or social unrest or economic instability in a specific country or region in which we operate.
We may not be able to penetrate or successfully operate in the markets we choose to enter. In addition, we may incur significant
expenses as a result of our international expansion, and we may not be successful. We may launch products that lack local product-
market fit, face local competition from pre-existing companies offering similar products and/or face limited brand recognition in certain
parts of the world, any of which could lead to non-acceptance or delayed acceptance of our products and services by clients in new
markets. Product adoption and growth rates may vary significantly across different markets. We are subject to income taxes and other
taxes in the jurisdictions where we transact or conduct business, and such laws and tax rates vary by jurisdiction. We are subject to
review and audit by local and foreign tax authorities. Such tax authorities may disagree with tax positions we take, and if any such tax
authority were to successfully challenge any such position, our financial condition or results of operations could be materially and
adversely affected. Our failure to successfully manage these risks, or any failure to quickly exploit any opportunity for international
expansion could harm our international operations in the markets we choose to enter and have an adverse effect on our business, financial
condition and results of operations.

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The wealth management products that we distribute involve various risks and failure to identify or fully appreciate such risks may
negatively affect our reputation, client relationships, results of operations and financial conditions.
We offer our clients access to a comprehensive suite of institutional crypto financial services and solutions, catering to the
different investment targets and risk preferences of our clients. These products often have complex structures and involve various risks,
including default risks, interest risks, liquidity risks, market risks, counterparty risks, fraud risks and other risks. In addition, we are
subject to regulations in relation to digital assets and wealth management products distributed in different jurisdictions, and there is no
assurance that our operations will be deemed as being in full compliance with such regulations at all times.
Our success in providing institutional crypto financial services and solutions depends, in part, on our ability to successfully
identify the risks associated with such products and services, and failure to identify or fully appreciate such risks may negatively affect
our reputation, client relationships, results of operations and financial conditions. Although we generally do not guarantee the principal
or the return of the wealth management products available through our platform and do not bear any liabilities for any loss to capital
invested in the products, we must be cautious of the selection of the financial products we offer and must accurately describe the risks
associated with those products for our clients. Although we enforce and implement strict risk management policies and procedures, such
risk management policies and procedures may not be fully effective in mitigating the risk exposure for all of our clients in all market
environments or covering all types of risks. If we fail to identify and fully appreciate the risks associated with the financial products we
offer, or fail to disclose such risks to our clients, or if our clients suffer financial losses or other damages resulting from the financial
products we offer, our reputation, client relationships, results of operations and financial conditions will be materially and adversely
affected.
We are not obligated to hedge our exposures, and, if we do, hedging transactions may be ineffective or reduce our overall
performance.
We are not obligated to, and sometimes may not, hedge our exposures. However, from time to time, we may use a variety of
financial instruments and derivatives, such as options, swaps, and forward contracts, for risk management purposes, including to: protect
against possible changes in the market value of our investment or trading assets resulting from fluctuations in cryptocurrency markets or
securities markets and changes in interest rates; protect our unrealized gains in the value of our investments or trading assets; facilitate
the sale of any such assets; enhance or preserve returns, spreads or gains on any trade or investment; hedge the interest-rate or currency-
exchange risk on any of our liabilities or assets; protect against any increase in the price of any assets that we anticipate purchasing at a
later date; or to any other end that we deem appropriate. The success of any hedging activities by us will depend, in part, on our ability to
correctly assess the degree of correlation between the performance of the instruments used in the hedging strategy and the performance
of the assets being hedged. Since the characteristics of many assets change as markets change or time passes, the success of our hedging
strategy will also be subject to our ability to continually recalculate, readjust and execute hedges in an efficient and timely manner. In
addition, while we may enter into hedging transactions with the view to reducing risk, in certain circumstances such transactions may
actually increase risk or result in a poorer overall performance for us than if we had not engaged in such hedging transactions.
We may make, or otherwise be subject to, trade errors.
Errors may occur with respect to trades we executed on clients’ behalf. Trade errors can result from a variety of situations,
including, for example, when the wrong investment is purchased or sold or when the wrong quantity is purchased or sold or when the
execution price is wrong. Trade errors frequently result in losses, which could be material. Errors may result in disputes with clients and
thus negatively impact our reputation or lead to our financial losses. To the extent that an error is caused by a third party, we may seek to
recover any losses associated with the error, although there may be contractual limitations on any third party’s liability with respect to
such error.

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Our trading orders may not be timely executed.
We help our clients establish and maintain an overall market position in a combination of financial instruments in the digital
asset market. Our trading orders may not be executed in a timely and efficient manner because of various circumstances, including, for
example, trading volume surges or systems failures attributable to us or our counterparties, brokers, dealers, agents or other service
providers. In such an event, we might only be able to acquire or dispose of some, but not all, of the components of the positions on our
clients’ behalf, or if the overall positions were to need adjustments, we might not be able to make such adjustments on our clients’
behalf. As a result, we would not be able to achieve our desired market position, which may result in a loss for our clients. In addition,
we can be expected to rely heavily on electronic execution systems (and may rely on new systems and technology in the future), which
may be subject to certain systemic limitations or mistakes, causing the interruption of trading orders made by us on our clients’ behalf.
Failure to execute orders may lead to disputes and financial losses.
We provide collateralized loans to our clients, which exposes us to credit risks and may cause us to incur financial or reputational
harm.
We provide collateralized loans to certain clients secured by their digital asset holdings, which exposes us to the risk of our
borrowers’ inability to repay such loans or the depreciation of the value of the collateralized assets. In the future, we may enter into credit
arrangements with financial institutions to obtain more capital. Any termination or interruption in the financial institutions’ ability to lend
to us could interrupt our ability to provide capital to qualified clients to the extent we rely on such credit lines to continue to offer or to
grow such products. Further, our credit approval process, pricing, loss forecasting, and scoring models may contain errors or may not
adequately assess creditworthiness of our borrowers, or may be otherwise ineffective, resulting in incorrect approvals or denials of loans.
It is also possible that loan applicants could provide false or incorrect information. While we have procedures in place to manage our
credit risk, such as conducting due diligence on our clients and running stress test simulations to monitor and manage exposures,
including any exposures resulting from loans collateralized with digital assets, we remain subject to risks associated with our borrowers’
creditworthiness, the fluctuation of the collateral value, and our approval process.
Borrower loan loss rates may be significantly affected by economic downturns or general economic conditions beyond our
control and beyond the control of individual borrowers. In particular, loss rates on loans may increase due to factors such as prevailing
market conditions in the cryptoeconomy, the price of Bitcoin and other digital assets, which have experienced significant fluctuations, the
amount of liquidity in the markets, and other factors. Borrowers may seek protection under bankruptcy law or similar laws. If a borrower
of a loan files for bankruptcy (or becomes the subject of an involuntary petition), a stay may go into effect that will automatically put any
pending collection actions on the loan on hold and prevent further collection action absent bankruptcy court approval. The efficacy of our
security interest in client collateral may not be guaranteed under applicable laws and regulations and therefore we may be exposed to loss
in the event of a client default, even if we appear to be secured against such default. While we have not incurred any material losses to
date, if any of the foregoing events were to occur, our reputation and relationships with borrowers, and our financial results, could be
harmed.
Our products and services may be exploited to facilitate illegal activity such as fraud, money laundering, gambling, tax evasion, and
scams. If any of our clients use our services to further such illegal activities, our business could be adversely affected.
Our products and services may be exploited to facilitate illegal activity including fraud, money laundering, gambling, tax
evasion, and scams. We or our partners may be specifically targeted by individuals seeking to conduct fraudulent transfers, and it may be
difficult or impossible for us to detect and avoid such transactions in certain circumstances. The use of our products and services for
illegal or improper purposes could subject us to claims, individual and class action lawsuits, and government and regulatory
investigations, prosecutions, enforcement actions, inquiries, or requests that could result in liability and reputational harm for us.
Moreover, certain activity that may be legal in one jurisdiction may be illegal in another jurisdiction, and certain activities that are at one
time legal may in the future be deemed illegal in the same jurisdiction. As a result, there is significant uncertainty and cost associated
with detecting and monitoring transactions for compliance with local laws. In the event that a client is found responsible for intentionally
or inadvertently violating the laws in any jurisdiction, we may be subject to governmental inquiries, enforcement actions, prosecuted, or
otherwise held secondarily liable for aiding or facilitating such activities. Changes in law have also increased the penalties for money
transmitters for certain illegal activities, and government authorities may consider increased or additional penalties from time to time.
Owners of intellectual property rights or government authorities may seek to bring legal action against money transmitters, including us,
for involvement in the sale of infringing or allegedly infringing items. Any threatened or resulting claims could result in reputational
harm, and any resulting liabilities, loss of transaction volume, or increased costs could harm our business.

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Moreover, while fiat currencies can be used to facilitate illegal activities, digital assets are relatively new and, in many
jurisdictions, may be lightly regulated or largely unregulated. Many types of digital assets have characteristics, such as the speed with
which digital currency transactions can be conducted, the ability to conduct transactions without the involvement of regulated
intermediaries, the ability to engage in transactions across multiple jurisdictions, the irreversible nature of certain digital asset
transactions, and encryption technology that anonymizes these transactions, that make digital assets susceptible to use in illegal activity.
Regulatory authorities and law enforcement agencies around the world have taken and continue to take legal action against persons and
entities alleged to be engaged in fraudulent schemes or other illicit activity involving digital assets.
While we believe that our risk management and compliance framework is designed to detect significant illicit activities
conducted by our potential or existing clients, it cannot ensure that it will be able to detect all illegal activity on our platform. If any of
our clients use our products and services to further such illegal activities, our business could be adversely affected.
Our compliance and risk management methods might not be effective and may result in outcomes that could adversely affect our
reputation, operating results, and financial condition.
Our ability to comply with applicable complex and evolving laws, regulations, and rules is largely dependent on the
establishment and maintenance of our compliance, audit, and reporting systems, as well as our ability to attract and retain qualified
compliance and other risk management personnel. While we have devoted significant resources to develop policies and procedures to
identify, monitor, and manage our risks, and expect to continue to do so in the future, we cannot assure you that our policies and
procedures will always be effective. Our risk management policies and procedures rely on a combination of technical and human controls
and supervision that are subject to error and failure. Some of our methods for managing risk are discretionary by nature and are based on
internally developed controls and observed historical market behavior, and also involve reliance on standard industry practices. These
methods may not adequately prevent losses, particularly as they relate to extreme market movements, which may be significantly greater
than historical fluctuations in the market. Our risk management policies and procedures also may not adequately prevent losses due to
technical errors if our testing and quality control practices are not effective in preventing failures. In addition, we may elect to adjust our
risk management policies and procedures to allow for an increase in risk tolerance, which could expose us to the risk of greater losses.
Regulators periodically review our compliance with our own policies and procedures and with a variety of laws and regulations.
We have received in the past and may from time to time receive examination reports requiring us to enhance certain practices with
respect to our compliance program, including due diligence, training, monitoring, reporting, and recordkeeping. We may from time to
time in the future receive additional examination reports citing violations of rules and regulations and inadequacies in existing
compliance programs. If we fail to comply with these, or do not adequately remediate certain findings, regulators could take a variety of
actions that could impair our ability to conduct our business, including delaying, denying, withdrawing, or conditioning approval of
certain products and services. In addition, we face the risk of significant intervention by regulatory authorities, including extensive
examination and surveillance activities. In the case of non-compliance or alleged non-compliance, we could be subject to investigations
and proceedings that may result in substantial penalties or civil lawsuits, including by clients. Any of these outcomes would adversely
affect our reputation and brand and business, operating results, and financial condition. Some of these outcomes could adversely affect
our ability to conduct our business.
Cyberattacks and security breaches of our system, or those impacting our clients or third parties, could adversely impact our brand
and reputation and our business, operating results, and financial condition.
Our business involves the collection, storage, processing, and transmission of confidential information, client, employee, service
provider, and other personal data, as well as information required to access client assets. As a result, any actual or perceived security
breach of us or our third-party partners may:
●
harm our reputation and brand;
●
result in our systems or services being unavailable and interrupt our operations;
●
result in improper disclosure of data and violations of applicable privacy and other laws;
●
result in significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, and financial exposure;

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●
cause us to incur significant remediation costs;
●
lead to theft or irretrievable loss of our or our clients’ fiat currencies or digital assets;
●
reduce client confidence in, or decreased use of, our products and services;
●
divert the attention of management from the operation of our business;
●
result in significant compensation or contractual penalties from us to our clients or third parties as a result of losses to them
or claims by them; and
●
adversely affect our business and operating results.
Further, any actual or perceived breach or cybersecurity attack directed at other financial institutions or digital asset companies,
whether or not we are directly impacted, could lead to a general loss of client confidence in the cryptoeconomy or in the use of
technology to conduct financial transactions, which could negatively impact us, including the market perception of the effectiveness of
our security measures and technology infrastructure.
An increasing number of organizations, including large merchants, businesses, technology companies, and financial institutions,
as well as government institutions, have disclosed breaches of their information security systems, some of which have involved
sophisticated and highly targeted attacks, including on their websites, mobile applications, and infrastructure.
Attacks upon systems across a variety of industries, including the digital asset industry, are increasing in their frequency,
persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded, and organized groups and
individuals, including state actors. The techniques used to obtain unauthorized, improper, or illegal access to systems and information
(including clients’ personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be
difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may
occur on our systems or those of our third-party service providers or partners. Certain types of cyberattacks could harm us even if our
systems are left undisturbed. For example, attacks may be designed to deceive employees and service providers into releasing control of
our systems to a hacker, while others may aim to introduce computer viruses or malware into our systems with a view to stealing
confidential or proprietary data. Additionally, certain threats are designed to remain dormant or undetectable until launched against a
target and we may not be able to implement adequate preventative measures.
Although we have developed systems and processes designed to protect the data us manages, prevents data loss and other
security breaches, effectively responds to known and potential risks, and expects to continue to expend significant resources to bolster
these protections, there can be no assurance that these security measures will provide absolute security or prevent breaches or attacks. We
have experienced from time to time, and may experience in the future, breaches of our security measures due to human error,
malfeasance, insider threats, system errors or vulnerabilities, or other irregularities. Unauthorized parties have attempted, and we expect
that they will continue to attempt, to gain access to our systems and facilities, as well as those of our clients, partners, and third-party
service providers, through various means, including hacking, social engineering, phishing, and attempting to fraudulently induce
individuals (including employees, service providers, and our clients) into disclosing usernames, passwords, payment card information, or
other sensitive information, which may in turn be used to access our information technology systems and clients’ digital assets. Threats
can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders.
Certain threat actors may be supported by significant financial and technological resources, making them even more sophisticated and
difficult to detect. Further, there has been an increase in such activities as a result of the novel coronavirus, or COVID-19, pandemic. As
a result, Our costs and the resources us devotes to protecting against these advanced threats and their consequences may continue to
increase over time.

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Our trading activities may expose us to counterparty credit risks.
Credit risk is the risk that a counterparty will be unable or unwilling to satisfy payment or delivery obligations when due. We
are exposed to the risk that third parties, including trading counterparties, clearing agents, trading platforms, decentralized finance
protocols, custodians, administrators and other financial intermediaries that may owe us money, securities or other assets will not
perform their obligations. Any of these parties might default on their obligations to us because of bankruptcy, lack of liquidity,
operational failure or other reasons, in which event we may lose all or substantially all of the value of any such investment or trading
transaction. When we trade on digital asset trading platforms that specialize in digital asset futures and derivatives, we are exposed to the
credit risk of that digital asset trading platform.
In derivatives, we may invest in options on digital assets. Purchasing and writing put and call options are highly specialized
activities that entail greater-than-ordinary investment risks. An uncovered call writer’s loss is theoretically unlimited. Unlike exchange-
traded options, which are standardized with respect to the underlying instrument, expiration date, contract size and strike price, the terms
of over-the- counter options (options not traded on exchanges) are generally established through negotiation with the other party to the
option contract. While this type of arrangement allows greater flexibility to tailor an option, over-the-counter options generally involve
greater credit risk than exchange-traded options, which are guaranteed by the clearing organization of the exchanges where they are
traded. As of the date of this document, the availability of exchange-traded and over-the-counter options on digital assets is extremely
limited, so terms may be unfavorable in comparison to those available for more firmly established types of options.
The failure or bankruptcy of any of our centralized clearing agents (or futures commission merchants) could result in a
substantial loss of our assets. If a centralized clearing agent is unable to satisfy a substantial deficit in a client account, our other clients
may be subject to risk of loss of their funds in the event of that centralized clearing agent’s bankruptcy. In such an event, the centralized
clearing agent’s clients, such as us, are entitled to recover, even in respect of property specifically traceable to them, only a proportional
share of all property available for distribution to all of that centralized clearing agent’s clients.
Our operations are reliant on technology provided by third parties which are out of our direct control.
Certain aspects of our operations are reliant on technology, including hardware, software and telecommunications systems.
Significant parts of the technology used in the management of each client may be provided by third parties and are therefore beyond our
direct control. Forecasting, trade execution, data gathering, risk management, portfolio management, information technology
infrastructure and support, compliance and accounting systems all are designed to depend upon a high degree of automation and
computerization. Although we seek, on an ongoing basis, to ensure adequate backups of software and hardware where possible and will
attempt to conduct adequate due diligence and monitoring of providers, if such efforts are unsuccessful or inadequate, software or
hardware errors or failures may result in errors, data loss and/or failures in trade execution, risk management, portfolio management,
compliance or accounting. Errors or failures may also result in the inaccuracy of data and reporting or the unavailability of data or
vulnerability of data to the risk of loss or theft. Errors may occur gradually and once in the code may be very hard to detect and can
potentially affect results over a long period of time. If an unforeseeable software or hardware malfunction or problem is caused by a
defect, virus or other outside force, a client may be materially adversely affected.
In particular, we may rely on cloud (including private and public cloud-based) technology for certain operations, including data
storage. Cloud-based technology, like any electronic data storage or processing technology, is not fail-safe. It may be subject to certain
defects, failures or interruptions of service beyond our direct control. It is also possible that such technology could be compromised by a
third party, including through the use of malicious software or programs, such as viruses, which may expose the Company and a client to
theft (of data or other assets) and/or significant business interruption. In addition, a software provider may cease operations or be
relatively thinly capitalized and our and a client’s ability to be made whole after any loss may be compromised as a result.

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Our business relies on third-party service providers and subjects us to risks that we may not be able to control or remediate.
Our operations could be interrupted if our third-party service providers experience operational or other systems difficulties,
terminate their services or fail to comply with regulations. We outsource some of our operational activities and accordingly depend on
relationships with many third-party service providers. Specifically, we rely on third parties for certain services, including, but not limited
to, legal, accounting, custodying and other financial operations, trade related activity, IT infrastructure and systems, trade reconciliation,
and margin and collateral movement. Our business depends on the successful and uninterrupted functioning of our information
technology and telecommunications systems and third-party service providers. The failure of these systems, a cybersecurity breach
involving any of our third-party service providers or the termination or change in terms of a third-party software license or service
agreement on which any of these systems is based could interrupt our operations. Because our information technology and
telecommunications systems interface with and depend on third-party systems, we could experience service denials if demand for such
services exceeds capacity or such third-party systems fail or experience interruptions. Replacing vendors or addressing other issues with
our third-party service providers could entail significant delay, expense and disruption of service. As a result, if these third-party service
providers experience difficulties, are subject to cybersecurity breaches, or terminate their services, and we are unable to replace them
with other service providers, particularly on a timely basis, our operations could be interrupted. If an interruption were to continue for a
significant period, our business, financial condition and results of operations could be adversely affected. Should we be required to
replace third-party service providers, it may be at a higher cost to us, which could adversely affect our business, financial condition and
results of operations.
Any inability to maintain adequate relationships with third-party banks and trading venues with respect to, and any inability to settle
client trades related to, our cryptocurrency offerings, may adversely affect our business, financial condition and results of operations.
The cryptocurrency market operates 24 hours a day, seven days a week. The cryptocurrency market does not have a centralized
clearinghouse, and transactions in cryptocurrencies rely on direct settlements between third parties after trades are executed.
Accordingly, we rely on third-party banks to facilitate cash settlements between clients and us and rely on the ability of our trading
venues to complete cryptocurrency settlements. In addition, we must maintain cash assets in our bank accounts sufficient to meet the
working capital needs of our business, which includes deploying available working capital to facilitate cash settlements between us and
our clients and certain trading venues. If third-party banks or trading venues have operational failures and cannot perform and facilitate
our routine cash and cryptocurrency settlement transactions, we will be unable to support normal cryptocurrency trading operations and
these disruptions could have an adverse impact on our business, financial condition and results of operations. Similarly, if we fail to
maintain cash assets in our bank accounts sufficient to meet the working capital needs of our business and necessary to complete routine
cash settlements related to our trading activity, such failure could impair our ability to support normal trading operations and these
disruptions could have an adverse impact on our business, financial condition and results of operations.
We may also be harmed by the loss of any of our banking partners and trading venues. As a result of the many regulations
applicable to cryptocurrencies or the risks of digital assets generally, many financial institutions have decided, and other financials may
in the future decide, to not provide bank accounts (or access to bank accounts), payments services or other financial services to
companies providing cryptocurrency products, including us. Similarly, a number of such companies have had their existing bank
accounts closed by their banks. Banks may refuse to provide bank accounts and other banking services to digital asset-related companies,
including us, for a number of reasons, such as perceived compliance risks or costs. Any inability to procure or keep banking services
would have a material and adverse effect on us.
Similarly, continued general banking difficulties may decrease the utility or value of digital assets or harm public perception of
those assets. In addition to banks, other third-party service providers including accountants, lawyers and insurance providers may also
decline to provide services to companies engaged in digital asset-related businesses because of the perceived risk profile associated with
such businesses or the lack of regulatory certainty. Consequently, if we or our trading venues cannot maintain sufficient relationships
with the banks that provide these services, banking regulators restrict or prohibit banking of cryptocurrency businesses, or if these banks
impose significant operational restrictions, it may be difficult for us to find alternative business partners, which may result in a disruption
of our business and could have an adverse impact on our reputation, financial condition and results of operations.

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We obtain and process sensitive client data. Any real or perceived improper use of, disclosure of, or access to such data could harm
our reputation, as well as have an adverse effect on our business.
We obtain and process sensitive data, including personal data related to our clients and their transactions, such as their names,
addresses, trading data, tax identification, and bank account information. We face risks, including to our reputation, in the handling and
protection of this data, and these risks will increase as our business continues to expand. International laws and regulations governing
privacy, data protection, and e-commerce transactions require us to safeguard our clients’, employees’, and service providers’ personal
data. In particular, we face a number of challenges relating to data from transactions and other activities during the course of our business
operations, including:
●
protecting the data in and hosted on our system, including against attacks on our system by external parties or misbehavior
by our employees;
●
addressing concerns related to privacy, security and other factors; and
●
complying with applicable laws, rules and regulations relating to the collection, storage, use, transfer, disclosure and
security of personal information, including any requests from regulatory and government authorities relating to such data.
In particular, if we fail to secure our client’s identity and protect their identity-specific data, such as their addresses and contact
information, our clients may be vulnerable to harassments, and their assets may also be put at risk due to data leakages. As a result, we
may be held liable for these incidents, and our clients may feel insecure and cease to use our services. In addition, any system or
technological failure or compromise of our technology system that results in unauthorized access to or release of any personal data of our
clients or proprietary information of our business operations could significantly harm our reputation and/or result in litigation, regulatory
investigations and penalties against us.
While we have adopted a rigorous and comprehensive policy for the collection, processing, storage and other aspects of data use
and privacy and taken necessary measures to comply with all applicable data privacy and protection laws and regulations, we cannot
guarantee the effectiveness of these policies and measures undertaken by us, or business partners on our platform. Despite the absence of
any material cybersecurity breach and our continuous efforts to comply with our internal policies as well as applicable laws and
regulations, any failure or perceived failure to comply with all applicable data privacy and protection laws and regulations, any failure or
perceived failure of our business partners to do so, or any failure or perceived failure of our employees to comply with our internal
control measures, may result in negative publicity and legal proceedings or regulatory actions against us, and could result in fines,
revocation of licenses, suspension of business operations or other penalties or liabilities, which may in turn damage our reputation,
discourage current and potential shippers and truckers from using our services, and subject us to fines and damages, which could have a
material adverse effect on our business and results of operations.
We are subject to governmental regulation and other legal obligations related to data privacy, data protection and information
security. If we are unable to comply with these laws and regulations, we may be subject to governmental enforcement actions,
litigation, fines and penalties or adverse publicity.
Our collection, use and processing of our clients’ personal data and transaction data are governed by data privacy laws and
regulations enacted in Singapore, Hong Kong, Dubai and other jurisdictions such as the U.S. or EU to the extent applicable. These data
privacy laws and regulations are complex, continue to evolve, and on occasion may be inconsistent among jurisdictions, leading to
uncertainties in interpreting such laws. It is possible that these laws, regulations and requirements may be interpreted and applied in a
manner that is inconsistent with our existing information processing practices. In addition, many of these laws are significantly litigated
and/or subject to regulatory enforcement. Regulatory bodies may also enact or adopt new laws and regulations concerning data privacy,
data retention, data transfer, and data protection. Such laws may continue to restrict or dictate how we collect, maintain, combine and
disseminate information and could have a material adverse effect on our business, results of operations, financial condition and
prospects.

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In the United States, there are numerous federal and state laws and regulations that could apply to our operations or the
operations of our partners, including data breach notification laws, financial information and other data privacy laws, and consumer
protection laws and regulations (for example, Section 5 of the Federal Trade Commission Act) that govern the collection, use, disclosure,
and protection of personal information. In addition, the General Data Protection Regulation (the “GDPR”), which went into effect in the
European Union on May 25, 2018, applies to the collection, use, retention, security, processing, and transfer of personal data of
individuals in the European Economic Area (“EEA”) and the United Kingdom, which could further add to our compliance costs and limit
how we process information.
Any actual or perceived failure by us or the third parties with whom we work to comply with data privacy laws, regulations,
guidelines, rules or industry standards, or any security incident that results in the unauthorized release or transfer of personally
identifiable information, may result in governmental enforcement actions and investigations, fines and penalties, litigation and/or adverse
publicity, which could harm our reputation and have a material adverse effect on our business, reputation, results of operations, financial
condition and prospects.
Any significant disruption in our products and services, in our information technology systems, or in any of the blockchain networks
we work with, including events beyond our control, could result in a loss of clients or funds and adversely impact our brand and
reputation and our business, operating results, and financial condition.
Our reputation and ability to attract and retain clients and grow our business depends on our ability to operate our service at high
levels of reliability, scalability, and performance. Our systems, the systems of our third-party service providers and partners, and certain
digital asset and blockchain networks have experienced from time to time, and may experience in the future service interruptions or
degradation because of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, insider
threats, break-ins, sabotage, human error, vandalism, earthquakes, hurricanes, floods, fires, and other natural disasters, power losses,
disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses or other malware, or
other events. If any of our systems, or those of our third-party service providers, are disrupted for any reason, our products and services
may fail, resulting in unanticipated disruptions, slower response times and delays in our clients’ transaction execution and processing,
failed settlement of transactions, incomplete or inaccurate accounting, recording or processing of transactions, unauthorized trades, loss
of client information, increased demand on limited client support resources, client claims, complaints with regulatory organizations,
lawsuits, or enforcement actions. A prolonged interruption in the availability or reduction in the availability, speed, or functionality of
our products and services could harm our business. Significant or persistent interruptions in our services could cause current or potential
clients or partners to believe that our systems are unreliable, leading them to switch to our competitors or to avoid or reduce the use of
our products and services, and could permanently harm our reputation and brands. Moreover, to the extent that any system failure or
similar event results in damages to our clients or their business partners, these clients or partners could seek significant compensation or
contractual penalties from us for their losses, and those claims, even if unsuccessful, would likely be time-consuming and costly for us to
address.
Because we are a regulated financial institution in certain jurisdictions, interruptions have resulted and in the future may result
in regulatory scrutiny, and significant or persistent interruptions could lead to significant fines and penalties, and mandatory and costly
changes to our business practices, and ultimately could cause us to lose existing licenses or banking relationships that we need to operate
or prevent or delay us from obtaining additional licenses that may be required for our business.
In addition, we are continually improving and upgrading our information systems and technologies. Implementation of new
systems and technologies is complex, expensive, time-consuming, and may not be successful. If we fail to timely and successfully
implement new information systems and technologies, or improvements or upgrades to existing information systems and technologies, or
if such systems and technologies do not operate as intended, it could have an adverse impact on our business, internal controls (including
internal controls over financial reporting), operating results, and financial condition

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Information technology is a critical aspect in the efficient operation of our business, failure to maintain or improve our information
technology infrastructure could harm our business and prospects.
The efficient and reliable operation of our business depends on our information technology systems. We are continuously
upgrading our platform to provide increased scale, improved performance, additional capacity and additional built-in functionality,
including functionality related to security. Adopting new services and maintaining and upgrading our information technology
infrastructure require significant investment of time and resources. Any failure to maintain and improve our information technology
infrastructure could result in unanticipated system disruptions, slower response times, impaired clients experience, delays in reporting
accurate operating and financial information and failures in risk management. The risks of these events occurring are even higher during
certain periods of peak usage and activity when digital assets transactions are higher. In addition, much of the software and interfaces we
use are internally developed and proprietary technology. If we experience problems with the functionality and effectiveness of our
software, interfaces or platform, such as undetected errors or defects, or are unable to maintain and continuously improve our
information technology infrastructure to handle our business needs, our business, financial condition, results of operations and prospects,
as well as our reputation and brand, could be materially and adversely affected. In addition, we may face technical issues in connection
with the integration of supported digital assets and the underlying digital asset networks of these supported digital assets. For details,
please see “—Risks Related to Cryptocurrencies and Digital Assets—From time to time, we may encounter technical issues in
connection with the integration of supported digital assets and changes or upgrades to the underlying digital asset networks of supported
cryptocurrencies or protocols, and more broadly, such changes or upgrades may be delayed or unsuccessful, any of which could
materially and adversely affect our investments and trading strategies, our financial condition and results of operations.”
The nature of our business requires the application of complex financial accounting and tax rules, and there is limited guidance
from accounting standard setting bodies and taxing authorities. If financial accounting standards undergo significant changes or
taxing authorities announce new tax rules, our operating results could be adversely affected.
The accounting rules and regulations that we must comply with are complex and subject to interpretation by the International
Accounting Standards Board and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these
principles or interpretations could have a significant effect on our reported financial results and may even affect the reporting of
transactions completed before the announcement or effectiveness of a change. In addition, there has been limited precedent for the
financial accounting of digital assets and related valuation and revenue recognition standards. As such, there remains significant
uncertainty on how companies should account for digital asset transactions, digital assets and related revenue. Furthermore, there has
been limited guidance from taxing authorities on treatment of digital assets and revenue therefrom. Uncertainties in or changes to
regulatory or financial accounting standards could result in the need to change our accounting methods and restate our financial
statements and impair our ability to provide timely and accurate financial information, which could adversely affect our financial
statements, result in a loss of investor confidence, and more generally impact our business, operating results, and financial condition.
—
Risks Related to Our Legacy Online Marketing and Enterprise Solutions Business
We continue to be subject to the business risks related to our legacy marketing solutions and enterprise solutions.
We continue to be subject to the business risks related to our legacy marketing solutions and enterprise solutions business after
the Disposals, among others:
●
We face intense competition for our marketing solutions and enterprise solutions, and if we fail to maintain and enhance
our capabilities, our results of operations could be materially and adversely affected.
●
We cannot assure the success of “SaaS+X” model and our enterprise solutions business.
●
A downturn in global economy could reduce the customers’ demand and their ability to pay for our solutions, which could
materially and adversely affect our business and results of operations.
●
Our sales cycle may become more time-consuming and expensive under enterprise solutions, we may encounter pricing
pressure and implementation and configuration challenges, and we may have to delay revenue recognition for some
complex transactions, all of which could harm our business and operating results.

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●
Our net revenues, net revenues as a percentage of gross billing, gross profit margin and the comparability of our financial
results may be affected by our revenue models.
●
Loss of any marketing agency client may materially and adversely affect our business and results of operations.
●
Loss of any content distribution channel and changes in the contract terms with any content distribution channel may
materially and adversely affect our business and results of operations.
●
The independent online marketing technology market is highly fragmented and intensely competitive. Independent online
marketing technology platforms also face competitive pressure from well-established internet companies, marketing
agencies and traditional media.
●
If online marketing technology solutions and enterprise solutions do not achieve widespread market acceptance, our
business, growth prospects and results of operations would be materially and adversely affected.
●
If our algorithms and data engines for assessing and predicting potential audience behaviors are flawed or ineffective, or if
our platform fails to otherwise function properly, our reputation and market share would be materially and adversely
affected.
●
Our ability to collect and use data from various sources could be restricted.
●
Blocking or deletion of cookies or other modifications to privacy settings on PCs and mobile devices could impair our data
collection and effectiveness of our solutions.
●
If we fail to offer high-quality technical support services under enterprise solutions, our relationships with our clients and
our financial results may be adversely affected.
●
If we fail to innovate, adapt and respond timely and effectively to rapidly changing technologies and new trends, our
solutions may become less competitive or obsolete.
We rely on the contractual arrangements that establish the structure for certain of our operations in mainland China.
We conduct our operations in mainland China primarily through the VIE entities with which we have maintained contractual
arrangements. The VIE entities refer to Beijing OptAim Network Technology Co., Ltd. and its subsidiaries. If the PRC government
deems that our contractual arrangements with the VIE do not comply with PRC regulatory restrictions on foreign investment in the
relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe
penalties or be forced to relinquish our interests in those operations. Our holding company in the Cayman Islands, the VIE, and investors
of our Company face uncertainty about potential future actions by the PRC government that could affect the validity and enforceability
of the contractual arrangements with the VIE and, consequently, affect the financial performance of the VIE and our Company as a
group.
Foreign ownership in advertising business used to be subject to certain restrictions under the PRC laws and regulations. For
example, according to the Administrative Provisions on Foreign-Invested Advertising Enterprises, which were abolished in June 2015,
foreign investors were required to meet several conditions in order to invest in PRC advertising business, such as a minimum number of
years of advertising-related experience and an approval from the relevant PRC regulatory authority. China Search (Asia) Limited is a
company incorporated in Hong Kong and Search Asia Technology (Shenzhen) Co., Ltd., or Search Asia, its PRC subsidiary, is
considered a foreign invested enterprise, or FIE. To comply with the then-effective PRC laws and regulations, including the
Administrative Provisions on Foreign-Invested Advertising Enterprises, iClick Data Technology (Beijing) Limited, or iClick Beijing,
later replaced by Search Asia entered into a set of contractual arrangements with Beijing OptAim Network Technology Co., Ltd, or
OptAim Network and its shareholders. See “Item 4. Information on the Company—C. Organizational Structure.” As a result of these
contractual arrangements, we exert control over OptAim Network and its subsidiaries, and consolidate their operating results in our
financial statements under U.S. GAAP.

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Under the Measures on the Administration of Foreign-related Surveys, or the Foreign-related Surveys Measures, promulgated
by the National Bureau of Statistics of China on October 13, 2004, no individual or organization may conduct any foreign-related survey
without a license for foreign-related survey granted by the National Bureau of Statistics in China or its local counterparts.
Under the Catalogue for the Guidance of Foreign Investment Industries, or Foreign Investment Catalog, promulgated by the
Ministry of Commerce and National Development and Reform Commission on June 28, 2017, only a domestic enterprise or a sino-
foreign enterprise which meets the several requirements stipulated in the Foreign-related Surveys Measures can apply for a license for
the foreign-related survey. On September 6, 2024, the Ministry of Commerce (“MOFCOM”) and the National Development and Reform
Commission, or the NDRC, jointly promulgated the Special Administrative Measures (Negative List 2024) for Foreign Investment
Access, or the Special Administrative Measures, which replaced the negative list attached to the Foreign Investment Catalog in 2021.
Industries that are not listed in the Special Administrative Measures are permitted areas for foreign investments, and are generally open
to foreign investment unless specifically restricted by other PRC regulations. We do not believe our collection and use of multiple kinds
of data from multiple sources in China to improve the cost-effectiveness of marketing campaigns for marketers in and outside China fall
within the scope of “foreign-related survey” under the Foreign-related Survey Measures listed under the Special Administrative
Measures. However, there are uncertainties under the PRC Laws whether such activities may be deemed as “foreign-related survey,”
which would require a foreign-related survey license from the National Bureau of Statistics in China or its local counterparts. If the PRC
regulatory authorities disagree with our interpretation of what would constitute foreign-related survey and enforcement practices on
foreign-related survey licensing requirement or if we expand our business scope to engage in activities falling within the scope of
foreign-related survey, we will need to continue to rely on Search Asia’s contractual arrangements with OptAim Network and its
shareholders to conduct certain of our operations in China, including to transfer such operations to the VIE to the extent they are deemed
foreign-related survey.
In the opinion of our PRC counsel, Jingtian & Gongcheng, our current ownership structure, the ownership structure of our PRC
subsidiaries, the VIE entities, and the contractual arrangements among Search Asia, OptAim Network and the shareholders of OptAim
Network are not in violation of existing PRC laws, rules and regulations; and these contractual arrangements are valid, binding and
enforceable in accordance with their terms and applicable PRC laws and regulations currently in effect. However, Jingtian & Gongcheng
has also advised us that there are substantial uncertainties regarding the interpretation and application of current or future PRC laws and
regulations and there can be no assurance that the PRC government will ultimately take a view that is consistent with the opinion of our
PRC counsel.
It is uncertain whether any new PRC laws, rules or regulations relating to variable interest entity structures will be adopted or if
adopted, what they would provide. Please see “—Substantial uncertainties exist with respect to the newly enacted PRC Foreign
Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations.”
for more information. If the ownership structure, contractual arrangements and business of our company, our PRC subsidiaries or our
consolidated variable interest entity and its subsidiary are found to be in violation of any existing or future PRC laws or regulations, or
we fail to obtain or maintain any of the required permits or approvals, the relevant governmental authorities would have broad discretion
in dealing with such violation, including levying fines, confiscating our income or the income of our PRC subsidiaries, consolidated
variable interest entity or its subsidiary, revoking the business licenses or operating licenses of our PRC subsidiaries, consolidated
variable interest entity or its subsidiary, shutting down our servers or blocking our online platform, discontinuing or placing restrictions
or onerous conditions on our operations, requiring us to undergo a costly and disruptive restructuring, restricting or prohibiting our use of
proceeds from our offerings and equity issuances to finance our business and operations in China, and taking other regulatory or
enforcement actions that could be harmful to our business. Any of these actions could cause significant disruption to our business
operations and severely damage our reputation, which would in turn adversely affect our business and results of operations. If any of
these occurrences results in our inability to direct the activities of our consolidated variable interest entity and its subsidiary, and/or our
failure to receive economic benefits from our consolidated variable interest entity and its subsidiary, we may not be able to consolidate
their results into our consolidated financial statements in accordance with U.S. GAAP.
The contractual arrangements with our variable interest entity and its shareholder for certain of our business operations in mainland
China may not be as effective as direct ownership in providing operational control.
We rely on contractual arrangements with the VIE, OptAim Network, and its shareholders for our supply chain side marketing
solutions business in mainland China, and to the extent our operations are deemed as foreign-related survey. These contractual
arrangements may not be as effective as direct ownership in providing us with control over the VIE entities.

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If we had direct ownership of OptAim Network and its subsidiaries, we would be able to exercise our rights as a shareholder to
effect changes in the board of directors of OptAim Network and its subsidiaries, which in turn could implement changes, subject to any
applicable fiduciary obligations, at the management and operational level. However, under the current contractual arrangements, we rely
on the performance by OptAim Network and the shareholder of OptAim Network of his obligations under the contracts to exercise
control over our consolidated variable interest entity and its subsidiaries. The shareholder of our consolidated variable interest entity 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 our business through the contractual arrangements with OptAim Network and its shareholder. In
addition, if any third party claims any interest in such shareholder’s equity interests in OptAim Network, our ability to exercise
shareholder’s rights or foreclose the share pledge according to the contractual arrangements may be impaired. Therefore, our contractual
arrangements with our consolidated variable interest entity may not be as effective in ensuring our control over the relevant portion of
our business operations as direct ownership would be.
We are subject to risks surrounding the evolving laws and regulations regarding cybersecurity, information security, privacy and data
protection and other related laws and requirements in China.
Cybersecurity and data privacy and security issues are legislative and regulatory focus in China. On July 30, 2021, the State
Council of the PRC promulgated the Regulations on the Protection of the Security of Critical Information Infrastructure, which took
effect on September 1, 2021. This regulation requires, among others, certain competent authorities to identify critical information
infrastructures. If any critical information infrastructure is identified, the relevant authorities shall promptly notify the relevant operator
and the Ministry of Public Security. In November 2021, the CAC promulgated the Draft Administrative Regulations on Cyber Data
Security, or the Draft Cyber Data Security Regulations, for public comment. These draft regulations set forth different scenarios under
which data processors would be required to apply for cybersecurity review. However, there is no definite timetable as to when these draft
regulations will be enacted. In addition, the CAC and a number of other departments under the State Council promulgated the Measures
for Cybersecurity Review on December 28, 2021, which became effective on February 15, 2022. According to this regulation, critical
information infrastructure operators purchasing network products and services and network platform operators carrying out data
processing activities, which affect or may affect national security, are required to conduct cybersecurity review. Our PRC legal counsel,
Jingtian & Gongcheng, is of the opinion that as of the date of this annual report, we do not need to apply for cybersecurity reviews in
China under its current regulatory regime. This is because (i) as of the date of this annual report, we have not received any notice or
determination from competent PRC government authorities identifying us as a critical information infrastructure operator or requiring us
to undertake a cybersecurity review by the CAC; (ii) as of the date of this annual report, we have not been notified by any authorities of
being classified as a data processor carrying out data processing activities that influence or may influence national security; and (iii) as of
the date of this annual report, our legacy supply side marketing solutions business operated by us in mainland China include promoting
content distribution opportunities for the publisher under our sales agency arrangement, providing mobile online advertising services and
mobile content distributions to PRC clients, and operating the CMRS team, and data processed in our business is less likely to have a
bearing on national security, thus making it unlikely for such data to be classified as core or important data by the authorities. However,
we cannot rule out the possibility that the competent PRC government authorities will not initiate cybersecurity reviews on us in the
future.
We may be subject to PRC laws relating to the collection, use, sharing, retention security, and transfer of confidential and
private information, such as personal information and other data. These PRC laws apply not only to third-party transactions, but also to
transfers of information between us and our wholly foreign-owned enterprises in China, and other parties with which we have
commercial relations. For example, on September 1, 2021, the PRC Data Security Law became effective, which imposes data security
and privacy obligations on entities and individuals conducting data-related activities, and introduces a data classification and hierarchical
protection system based on the importance of data in economic and social development, as well as the degree of harm it will cause to
national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with,
destroyed, leaked, or illegally acquired or used. In addition, the Standing Committee of PRC National People’s Congress promulgated
the Personal Information Protection Law (the “PIPL”) on August 20, 2021, which took effect on November 1, 2021. The PIPL further
emphasizes processors’ obligations and responsibilities for personal information protection and sets out the basic rules for processing
personal information and the rules for cross-border transfer of personal information. As of the date hereof, we have not been involved in
any investigations on data security or privacy compliance issues in connection with the PRC Data Security Law or the PIPL, and we have
not received any inquiry, notice, warning, or sanctions in such respect. In addition, we do not expect to have significant data security or
privacy issues given that the nature of our business does not involving collecting and use of vast personal data. However, we cannot
guarantee that the regulators will agree with us or will not in the future adopt new regulations that restrict our business operations.

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On July 7, 2022, the CAC promulgated the Measures on Security Assessment of Outbound Data Transfer, or the Measures on
Security Assessment of Outbound Data Transfer, effective September 1, 2022. These measures shall apply to the security assessment of
the provision of important data and personal information collected and generated by data processors in the course of their operations
within the territory of the PRC by such data processors to overseas recipients, or the outbound data transfer. Where there are other
provisions in laws and administrative regulations, such other provisions shall prevail. On March 22, 2024, the CAC issued the Provisions
on Facilitating and Regulating Cross-Border Data Flows, or the Cross-Border Data Flows Provisions, which provides the following
circumstances under which data processors shall, through the local cyberspace administration at the provincial level, apply to the national
cyberspace administration for security assessment of cross-border data transfer: (i) critical information infrastructure operators providing
personal information or important data overseas; and (ii) data processors other than critical information infrastructure operators providing
important data overseas, or cumulatively providing overseas personal information (excluding sensitive personal information) of more
than one million individuals or sensitive personal information of more than 10,000 individuals since January 1 of the current year.
“Important data” is defined under Measures on Security Assessment of Outbound Data Transfer as any data, the tampering, damage,
leakage, or illegal acquisition or use of which, may endanger national security, the operation of the economy, social stability, public
health and security, etc. On September 24, 2024, the State Council published the Network Data Security Management, which became
effective on January 1, 2025. The Network Data Security Management provides that data processors conducting the data processing
activities that affect or may affect national security shall apply for cybersecurity review in accordance with the relevant laws and
regulations. In addition, network data processors should identify and declare “important data” in accordance with the relevant provisions,
but they are not required to conduct security assessment for outbound data transfer for data that has not been notified or published as
“important data” by relevant departments or regions. These Measures specify that an outbound data transfer by a data processor that falls
under any of the following circumstances, the data processor shall apply to the CAC for the security assessment via the local provincial-
level cyberspace administration authority: (i) outbound transfer of important data by a data processor; (ii) outbound transfer of personal
information by a critical information infrastructure operator or a personal information processor who has processed the personal
information of more than 1,000,000 people; (iii) outbound transfer of personal information by a personal information processor who has
made outbound transfers of the personal information of 100,000 people cumulatively or the sensitive personal information of 10,000
people cumulatively since January 1 of the previous year; or (iv) other circumstances where an application for the security assessment of
an outbound data transfer is required as prescribed by the CAC. The data we process does not involve the above circumstances.
However, we cannot guarantee that the regulators will agree with us or will not in the future adopt new regulations that restrict our
business operations.
Since these statements and regulatory actions are relatively new, and some regulations are still at the stage of consultation for
comments, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new
laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, or the potential impact such
modified or new laws and regulations will have on our daily business operation, our ability to accept foreign investments and listing on a
U.S. or other foreign exchanges. PRC laws and their interpretations and enforcement continue to develop and are subject to change, and
the PRC government may adopt other rules and restrictions in the future.
—
Other Risks Related to Our Business
We have incurred significant net losses, operating cash outflows and accumulated deficit in the past, all of which may continue in the
future.
We incurred net loss from continuing operations of US$43.7 million, US$13.7 million and US$24.0 million in 2022, 2023 and
2024, respectively. As of December 31, 2023 and 2024, we had accumulated deficits of US460.8 million and US$489.4 million,
respectively. We also had operating cash outflows from continuing operations of US$11.3 million, US$11.4 million and US$12.5 million
in 2022, 2023 and 2024, respectively.
We may continue to incur significant losses in the future for a number of reasons, including the other risks described in this
annual report, and unforeseen expenses, difficulties, complications and delays and other unknown events. We have been evaluating the
financial and operational performance of our business units and subsidiaries and VIEs, and monitoring market conditions to identify
strategic opportunities and realign our business focus as needed. For example, we completed the Disposals in 2024 as disclosed
elsewhere in this annual report. If we are unable to achieve or sustain profitability, the market price of our ADSs may significantly
decrease. We also face unfavorable capital market in recent years. If there would be no significant fund raising in the future, we may
have cash shortage which would impact our strategy on prudent cash management and impact the business, prospects and results of
operations. Please also see “—We may not be able to obtain additional capital when desired, on favorable terms or at all.”

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If we fail to retain existing clients or attract new clients, or if our clients decrease their level of engagement with our services and
platform, our business, operating results and financial condition may be significantly harmed.
Our success depends on our ability to retain existing clients, attract new clients and increase client engagement with our
services, platform and solutions. In order to achieve this, we must continue to offer leading technologies and ensure that our products and
services are secure, reliable and engaging. We must also expand our products and services, and offer attractive fees. There is no
assurance that we will be able to continue to do so to retain our existing clients, attract new clients or keep our clients engaged, including,
 in light of the recent major corporate actions such as the Disposals and Merger. For example, the customers to the WFTL Assignment
Contracts may not be willing to continue to keep their accounts or business with us after the assignment. A number of factors could
negatively affect client retention, growth and engagement, including:
●
clients increasingly engage with competing products and services, including products and services that Amber Premium is
unable to offer due to regulatory reasons;
●
we fail to introduce new and improved products and services, or if it introduces new products or services that are not
favorably received;
●
we fail to support new and in-demand digital assets or if it elects to support digital assets with negative reputations;
●
there are changes in sentiment about the quality or usefulness of our products and services or concerns related to privacy,
security, fiat pegging or other factors;
●
there are adverse changes in our products and services that are mandated by legislation, regulatory authorities, or litigation;
●
clients perceive the investment products on our platform to be poor investment choices, or experience significant losses in
investments made on our platform;
●
technical or other problems prevent us from delivering our services with the speed, functionality, security, and reliability
that our clients expect;
●
cybersecurity incidents, employee or service provider misconduct, or other unforeseen activities cause losses to us or our
clients, including losses to assets held by us on behalf of our clients;
●
modifications to our pricing model or modifications by our competitors to their pricing models;
●
we fail to provide adequate client service;
●
regulatory and governmental bodies in countries that we targets for expansion express negative views towards institutional
crypto financial services and solutions platforms and, more broadly, the cryptoeconomy;
●
we or other companies or high-profile figures in our industry are the subject of adverse media reports or other negative
publicity;
●
customer satisfaction with our solutions, including any new marketing solutions that we may develop;
●
the competitiveness of our pricing and payment terms for our clients, which may, in turn, be constrained by our capital and
financial resources;
●
customer satisfaction with our solutions, including any new solutions that we may develop;
●
the competitiveness of our pricing and payment terms for our clients, which may, in turn, be constrained by our capital and
financial resources;

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●
customer satisfaction with our account managing services;
●
our ability to customize and tailor our solution offerings and delivery and pricing models in accordance with the evolving
needs of our clients and end marketers;
●
our ability to expand our data base and solutions to serve clients in a wider range of industries and geographic regions;
●
our ability to integrate with a wider range of new technologies, systems, networks and standards; and
●
global economic conditions and spending levels of customers generally.
From time to time, certain of these factors have negatively affected client retention, growth, and engagement to varying degrees.
If we are unable to maintain or increase our client base and client engagement, or if we are unable to attract sufficient spend on our
products and services from new clients, our revenue, business, operating results and financial condition could be adversely affected. If
our client growth rate slows or declines, it will become increasingly dependent on our ability to maintain or increase levels of user
engagement and monetization in order to drive growth of revenue.
We have experienced fluctuations in growth in recent periods, and our historical growth may not be indicative of our future growth.
We have experienced fluctuations in growth in recent periods. We may not be able to sustain our historical growth rates, or at
all. You should not consider our historical growth in gross billing and net revenues as indicative of our future performance.
Additionally, our growth relies in part on the future development and growth of the industries where we operate, which is
subject to a variety of factors that are difficult to predict and evaluate and which are beyond our control. If the industries not grow as we
expect, our business, financial condition, cash flows and results of operations could be materially and adversely affected.
We may experience declines in the growth rates of our business, or negative growth, as a result of a number of external factors,
including slowing demand for our platform, insufficient growth in the number of users that utilize our platform, declines in the level of
usage of our platform by existing users, macroeconomic factors, increasing competition, changes in rules and regulations which we are
or may become subject to, a decrease in the growth of our overall market or our failure to continue to capitalize on growth opportunities,
including as a result of our inability to scale to meet such growth. Any failure to successfully address these risks and challenges as we
encounter them will negatively affect our growth and if our growth rate declines, investors’ perception of our business and the trading
price of the ADSs could be adversely affected.
The regulatory environment in Hong Kong and mainland China is complex and evolving, and changes in the economic, political or
social conditions or government policies of Hong Kong or mainland China could have an adverse effect on our business and
operations.
We are headquartered in Singapore, and primarily have operations in Singapore, Hong Kong and Dubai. To a lesser extent, we
operate a part of our legacy marketing solutions business in mainland China, including through a variable interest entity, Beijing OptAim
Network Technology Co., Ltd., or the VIE. The regulatory environment in Hong Kong and mainland China is complex and evolving, and
changes in the economic, political or social conditions or government policies of Hong Kong or mainland China could have an adverse
effect on our business and operations.
To the extent we operate any business in mainland China, we may be subject to the risks and uncertainties related to doing
business in mainland China. If these risks or uncertainties were to materialize, our business, results of operations, financial condition, and
future prospects could be materially and adversely affected. The PRC government exercises significant oversight and discretion over the
conduct of business in China. Laws regulations, or policies, or the interpretation and enforcement thereof, can change quickly and
without prior notice. Moreover, the PRC government may intervene in or influence business operations in China at any time, including
through regulatory actions, investigations, or industry-wide restrictions. Furthermore, the PRC legal system is based in part on
government policies and internal rules, some of which may have retroactive effect. As a result, businesses in China may not be aware of
their violation of any of these policies and rules until sometime after the violation. Such unpredictability could adversely affect their
business and impede our ability to continue our operations.

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To the extent we operate any business in Hong Kong, we may be subject to the risks and uncertainties related to doing business
in Hong Kong, In addition, although Hong Kong operates under a different set of laws from mainland China under the principle of “one
country, two systems”, mainland Chinese laws and regulations that do not currently apply to companies in Hong Kong may become
applicable to companies in Hong Kong due to the PRC government’s oversight of that region, as a result of which the legal risks
associated with operating in mainland China may also apply directly to operating in Hong Kong. We cannot assure you that the
oversight, discretion, and control of the PRC government will not impact our operations in mainland China and Hong Kong . These risks,
together with uncertainties in the legal system and the interpretation and enforcement of laws, regulations, and policies in China, could
hinder our ability to continue to offer the ADSs and cause the value of such ADSs to significantly decline or become worthless, or
otherwise result in material adverse change to our business operations in Hong Kong.
There may be also other regulatory, legal, political, geopolitical and operational risks and uncertainties as a result of operating in
mainland China and Hong Kong, such as those relating to trade tensions between the U.S. and China, U.S. export control regulations and
sanctions targeting certain Chinese companies and industries, and concerns from the U.S. government about the national security
implications of Chinese companies operating in sensitive industries. If any of the foregoing risks or uncertainties were to materialize, our
business, results of operations and financial condition could also be materially and adversely affected. See “─ Our business is vulnerable
to local market conditions around the world and geopolitical developments, such as trade wars and legislative change.”
Our business is vulnerable to local market conditions around the world and geopolitical developments, such as trade wars and
legislative change.
Our business is subject to risks associated with doing business internationally and may be harmed by global events beyond our
control, including international political and economic relations, as countries could enact sanctions, export controls, tariffs, investment
controls or other measures.   These types of   laws and regulations are subject to frequent changes, and their interpretation and
enforcement involves substantial uncertainties, which may be heightened by national security concerns, or be driven by political or other
factors that are out of our control.  These types of restrictions, and similar or more expansive restrictions that may be imposed by the U.S.
or other jurisdictions, may be difficult or costly to comply with and may materially and adversely affect our business operations.
Recently, the United States has, through several rounds of increases, imposed higher tariffs on a wide range of goods imported
from multiple countries.  The tariff increases on goods from China are particularly high, with most goods subject to tariffs of 145% since
April 9, 2025.  China responded to the U.S. actions with retaliatory tariffs on most U.S. goods of 125% from April 12, 2025; China also
implemented export restrictions on certain critical minerals and related products.  These tariffs and other trade restrictions are expected to
reduce trade volumes, cross-border investment, technological exchange, and other economic activities between major economies, and
have a material adverse effect on global economic conditions and the stability of global financial and stock markets.  Moreover, the
heightened geopolitical uncertainty and potential for further escalation may affect the global macroeconomic environment.  These types
of geopolitical developments could materially and adversely affect our overall financial performance and the market prices of our ADSs.
In addition, we may also be subject to review and enforcement under domestic and foreign laws that screen foreign investment
and acquisitions.  In both the United States and non-U.S. jurisdictions, these regulatory requirements may treat companies differently
based on the type of company in question and the location and nature of its operations.  As a result of these laws and regulations,
investments by particular investors may need to be filed with local regulators, which in turn may impose added costs on our business,
impact our operations, and limit our ability to engage in strategic transactions that might otherwise be beneficial to us and our investors.
 These laws are also frequently changed and updated.  For example, in October 2024, the U.S. Department of the Treasury issued a final
rule (the “Outbound Investment Rule”), which imposes a new national security regulatory framework to control outbound investment
from the United States in certain sensitive industry sectors in the China, including Hong Kong and Macau.  The Outbound Investment
Rule took effect in January 2025, and it restricts U.S. persons’ direct and indirect investment into companies with specified connections
to China that engage in specified “covered activities” within three areas of technology: semiconductors and microelectronics, quantum
information technologies, and artificial intelligence systems.   Subsequent to the effectiveness of the Outbound Investment Rule, on
February 20, 2025, President Trump issued the America First Trade Policy Memorandum, which proposes possible expansion of the set
of technologies of concern and a review of exceptions to the Rule, possibly including changes to the existing exception for publicly
trades securities.  These rules, including any changes to them that may be adopted, may limit our ability to engage in certain kinds of
business operations; they may also limit our ability to raise capital from U.S. and other sources if we engage in the development of
technologies specified in these rules.  Continuing changes in both U.S. and non-U.S. jurisdictions to foreign investment laws and rules
could adversely affect our strategic initiatives, financial performance, and growth prospects.

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If we are unable to protect our proprietary information or other intellectual property, our business could be adversely affected.
We rely on a combination of trademark and trade secret laws, and contractual restrictions, including through confidentiality,
non-disclosure and assignment of invention assignment agreements with our key employees, consultants and third parties with whom we
do business, to establish, maintain and protect our proprietary information and other intellectual property. Policing any misappropriation,
unauthorized use or reverse engineering our proprietary information and other intellectual property is difficult and costly and the steps
we have taken may be inadequate. For example, contractual restrictions may be breached, and we may not succeed in enforcing our
rights or have adequate remedies for any breach of laws or contractual restrictions. In addition, we may not be able to enter into
agreements or arrangements with everyone who has access to our proprietary information or contributes to the development of our
intellectual property. Moreover, our trade secrets may be disclosed to or otherwise become known or be independently developed by
competitors, and in these situations, we may have no or limited rights to stop others’ use of our information.
Furthermore, to the extent that our employees, consultants or other third parties with whom we do business use intellectual
property owned by others in their work for us, disputes may arise as to the rights to such intellectual property. If, for any of the above
reasons, our intellectual property is disclosed or misappropriated, it would have an adverse effect on our business, financial condition and
results of operations.
Past and future acquisitions, strategic investments, partnership or alliance could be difficult to integrate, divert the attention of key
management personnel, disrupt our business, dilute shareholder value and adversely affect our results of operations and financial
condition.
We have expanded our business and offerings through organic growth as well as acquisitions and strategic investments.
Past and future acquisitions, strategic investments, partnerships or alliances, including our recent Merger, could be difficult to
integrate, divert the attention of key management personnel, disrupt our business, dilute shareholder value and adversely affect our
business and results of operations. If we identify an appropriate acquisition candidate, we may not be successful in negotiating the terms
and/or financing of the acquisition, and our due diligence may fail to identify all of the problems, liabilities or other shortcomings or
challenges of an acquired business, product or technology, including issues related to intellectual property, product quality or
architecture, regulatory compliance practices, revenue recognition or other accounting practices or employee or client issues. Any
acquisition or investment may require us to use significant amounts of cash, issue potentially dilutive equity securities or incur debt.
Although potential synergy may be achieved by acquisitions of related technologies and businesses, no assurance can be given as to the
Company’s ability to successfully integrate any operations, personnel, services or products that have been acquired or might be acquired
in the future. Failure to successfully assimilate acquired technologies or businesses could have a material adverse effect on our business,
financial condition and operating results. In addition, acquisitions involve numerous risks, any of which could harm our business,
including:
●
difficulties in integrating the operations, technologies, services and personnel of acquired businesses, especially if those
businesses operate outside of our core competency;
●
cultural challenges associated with integrating employees from the acquired company into our organization;
●
reputation and perception risks associated with the acquired product or technology by the general public;
●
ineffectiveness or incompatibility of acquired technologies or solutions;
●
potential loss of key employees of acquired businesses;
●
inability to maintain the key business relationships and the reputations of acquired businesses;
●
diversion of management’s attention from other business concerns;
●
litigation for activities of the acquired company, including claims from terminated employees, clients, former shareholders
or other third parties;

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●
failure to identify all of the problems, liabilities or other shortcomings or challenges of an acquired company, technology,
or solution, including issues related to intellectual property, solution quality or architecture, regulatory compliance
practices, revenue recognition or other accounting practices or employee or client issues;
●
in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address
the particular economic, currency, political and regulatory risks associated with specific countries;
●
costs necessary to establish and maintain effective internal controls for acquired businesses;
●
failure to successfully further develop the acquired technology in order to recoup our investment; and
●
increased fixed costs.
If we are unable to successfully fully integrate any future business, product or technology we acquire, our business, financial
condition and results of operations may suffer.
We may not be able to obtain additional capital when desired, on favorable terms or at all.
In previous years, we have financed our operations primarily with cash generated from financing activities such as issuance of
ordinary shares upon IPO and follow-on securities offerings, issuance of convertible notes, and bank borrowings. We may not be able to
obtain additional capital when desired, on favorable terms or at all.
If we raise additional funds through future issuances of equity or convertible debt securities, existing shareholders could suffer
significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of
our ordinary shares. In addition, the incurrence of indebtedness may also result in increased fixed obligations and could result in
operating and financial covenants that might restrict our operations. For example, some of our credit agreements include financial
covenants, and any debt financing that we secure in the future could involve additional restrictive covenants relating to our capital raising
activities and other financial and operational matters, including the ability to pay dividends. These restrictions may make it more difficult
for us to obtain additional capital and to pursue business opportunities, including potential acquisitions.
Our ability to obtain additional financing is subject to a number of uncertainties, including those relating to:
●
our future business development, financial condition and results of operations;
●
general market conditions for financing activities by companies in our industry;
●
macro-economic and other conditions in the jurisdictions where we operate and the U.S..
Some of the factors of the above uncertainties are beyond our control. If we fail to obtain additional capital when desired or
properly manage our working capital as planned, we may not be able to execute our growth strategies including but not limited to
broaden our business scope, penetrate new markets, invest on innovation and technology etc., and could materially and adversely
affected our business, results of operations, liquidity, financial condition, competitiveness and prospects.
In addition, some of our credit facilities contain covenants that impose certain minimum financial performance requirements on
us. If we breach any of these covenants, our lenders under our credit facilities will be entitled to accelerate our debt obligations. Any
default under our credit facilities could require that we repay these debts prior to maturity, which in turn may have a material adverse
effect on our cash flow and liquidity. Further, enforcement against us under any guarantee and other similar arrangements we may enter
into in the future could materially and adversely affect our cash flow and liquidity.

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If we do not appropriately maintain effective internal control over financial reporting in accordance with Section  404 of the
Sarbanes-Oxley Act of 2002, we may be unable to accurately report our financial results and the market price of our ADSs may be
adversely affected.
As a public company in the United States, we are subject to Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-
Oxley Act, which requires that we include a report of management on our internal control over financial reporting in our annual report on
Form 20-F beginning with our annual report for the fiscal year ended December 31, 2018.
Our management has concluded that our internal control over financial reporting was effective as of December  31, 2024.
However, we cannot assure you that in the future our management will not identify material weaknesses during the Section 404 of the
Sarbanes-Oxley Act audit process or for other reasons. In addition, our internal controls over financial reporting will not prevent or
detect all errors or fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute,
assurance that the control system’s objectives will be met. Because of the inherent limitations of internal control over financial reporting,
including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not
be prevented or detected on a timely basis. As a result, if we fail to maintain effective internal control over financial reporting or should
we be unable to prevent or detect material misstatements due to error or fraud on a timely basis, investors could lose confidence in the
reliability of our financial statements, which in turn could harm our business, results of operations and negatively impact the market price
of the ADSs, and harm our reputation. Furthermore, we have incurred and expected to continue to incur considerable costs and to use
significant management time and other resources in an effort to comply with Section 404 and other requirements of the Sarbanes-Oxley
Act.
Misconduct, errors and failure to function by our employees could harm our business and reputation.
We are exposed to many types of operational risks, including the risk of misconduct and errors by our employees. Our business
depends on our employees to process a large number of marketing campaigns orders, which involve the use of audience data and
marketers’ business information. We could be materially adversely affected if such data or information was disclosed to unintended
recipients or if we experience an operational breakdown or failure in the processing of a marketing campaign whether as a result of
human error, a purposeful sabotage or a fraudulent manipulation of our operations or systems. We could also be materially adversely
affected if our employees absconded with our proprietary data or used our know-how to compete with us. Although employees have left
our company in the past and may have violated the non-compete and non-solicitation clauses in their employment agreements with little
impact on our business, future violations of these clauses could have a material adverse effect on our business. Any of these occurrences
could result in our diminished ability to operate our business, potential liability to our clients, inability to attract future clients,
reputational damage, regulatory intervention and financial harm, which could negatively impact our business and results of operations.
If we do not retain our senior management team and key employees, or attract additional technology and sales talents, we may not be
able to sustain our growth or achieve our business objectives.
Our future success is substantially dependent on the continued service of our senior management team and key employees. Our
management team is currently spread across multiple physical locations and geographies, which can strain the organization and make
coordinated management more challenging. Our future success also depends on our ability to continue to attract, retain and motivate
highly skilled employees, particularly employees with technical skills that enable us to deliver effective marketing solutions, and sales
and marketing, and publisher development and support personnel with experience in online marketing. Competition for these employees
in our industry is intense. As a result, we may be unable to attract or retain these management, technical, sales and marketing and
publisher development and support personnel who are critical to our success, resulting in harm to our key marketer and publisher
relationships, loss of key information, expertise or proprietary knowledge and unanticipated recruitment and training costs. The loss of
the services of our senior management or other key employees could make it more difficult to successfully operate our business and
pursue our business goals.
Increases in labor costs in the Hong Kong, Singapore and Dubai may adversely affect our business and results of operations. In
addition, we pay various statutory employee benefits, including pension, housing fund, medical insurance, work-related injury insurance,
unemployment insurance and maternity insurance to designated government agencies for the benefit of our employees. This risk may be
exacerbated by the uncertainties associated with the implementation of cost-saving initiatives. Unless we are able to control our labor
costs or pass on these increased labor costs to our users by increasing the fees of our products and services, our financial condition and
results of operations may be adversely affected.

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We do not have any business insurance coverage.
Currently, we have limited insurance coverage for our business operations. Any uninsured business disruptions may result in our
incurring substantial costs and the diversion of resources, which could have an adverse effect on our business and results of operations.
In addition, we are growing rapidly and our insurance coverage may not be sufficient to protect us from any loss now or in the future and
we may not be able to successfully claim our losses under our current insurance policies on a timely basis, or at all.
Risks Related to Cryptocurrencies and Digital Assets
The continuing development and acceptance of digital assets and distributed ledger technology are subject to a variety of risks.
Cryptocurrencies, such as Bitcoin, and the other types of digital assets in which we invest and trade involve a new and rapidly
evolving industry of which blockchain technology is a prominent, but not unique, part. The growth of the digital asset industry in
general, and distributed ledger technology that supports digital assets, is subject to a high degree of uncertainty. The factors affecting the
further development of the digital asset industry, as well as distributed ledger technology, include:
●
continued worldwide growth in the adoption and use of digital assets;
●
the limited operating histories of many cryptocurrency networks, which have not been validated in production and are still
in the process of developing and making significant decisions that will affect the design, supply, issuance, functionality,
and governance of their respective digital assets and underlying blockchain networks;
●
government and quasi-government regulation of digital assets and their use, or restrictions on or regulation of access to and
operation of applicable distributed ledger technology or systems that facilitate their issuance and secondary trading;
●
the taxation, and tax-related reporting, of transactions involving digital assets by the United States and other jurisdictions;
●
the maintenance and development of the open-source software protocols of certain blockchain networks used to support
digital assets;
●
advancements in technology, including computing power, that may adversely affect the respective cryptocurrency
networks, render existing distributed ledger technology obsolete, inefficient, or fail to remediate or introduce new bugs and
security risks;
●
the use of the networks supporting digital assets for developing smart contracts and distributed applications;
●
development of new technologies for mining and staking and the rewards and transaction fees for miners or validators on
digital asset networks;
●
changes in consumer demographics and public tastes and preferences;
●
the availability and popularity of other forms or methods of buying and selling goods and services, including new means of
using fiat currencies; and
●
general economic conditions and the regulatory environment relating to digital assets.

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Many digital asset networks, including Bitcoin and Ethereum, operate on open-source protocols maintained by groups of core
developers. The open-source structure of these network protocols means that certain core developers and other contributors may not be
compensated, either directly or indirectly, for their contributions in maintaining and developing the network protocol. A failure to
properly monitor and upgrade network protocol could damage digital asset networks. As these network protocols are not sold and their
use does not generate revenues for development teams, core developers may not be directly compensated for maintaining and updating
the network protocols. Consequently, developers may lack a financial incentive to maintain or develop the network, and the core
developers may lack the resources to adequately address emerging issues with the networks. There can be no guarantee that developer
support will continue or be sufficient in the future. To the extent that material issues arise with certain digital asset network protocols and
the core developers and open-source contributors are unable or unwilling to address the issues adequately or in a timely manner, such
digital asset networks, and any corresponding digital assets held may be adversely affected.
Digital assets represent a new and rapidly evolving industry, and our business operations and financial performance have in the past
been, and may in the future be impacted by the acceptance of Bitcoin and other digital assets.
Digital assets built on blockchain technology were only introduced in 2008 and remain in the early stages of development. The
Bitcoin network was first launched in 2009 and Bitcoins were the first cryptographic digital assets created to gain global adoption and
critical mass. Cryptographic and algorithmic protocols governing the issuance of digital assets represent a new and rapidly evolving
industry that is subject to a variety of factors that are difficult to evaluate. Because our results of operations may be closely correlated
with the acceptance and perception of Bitcoin and/or other digital assets, the realization of one or more of the following risks could
materially adversely affect our business operations and financial performance:
●
Bitcoins have only recently become selectively accepted as a means of payment by some retail and commercial outlets, and
use of Bitcoins by consumers to pay such retail and commercial outlets remains limited. Banks and other established
financial institutions may refuse to process funds for Bitcoin transactions; process wire transfers to or from digital asset
trading platforms, Bitcoin-related companies or service providers; or maintain accounts for persons or entities transacting
in Bitcoin. As a result, the prices of Bitcoins are to some extent still significantly impacted by speculators and miners, thus
contributing to price volatility that makes retailers less likely to accept them as a form of payment in the future.
●
Banks may not provide banking services, or may cut off banking services, to businesses that provide digital asset-related
services or that accept digital assets as payment, which could dampen liquidity in the market and damage the public
perception of digital assets generally or any one digital asset in particular, such as Bitcoin, and their or its utility as a
payment system, which could decrease the price of digital assets generally or individually.
●
Certain privacy-preserving features have been or are expected to be introduced to some digital asset networks and digital
asset trading platforms or businesses that facilitate transactions in digital assets, including Bitcoin may be at an increased
risk of having banking services cut off if there is a concern that these features interfere with the performance of anti-money
laundering duties and economic sanctions checks.
●
Users, developers and miners may otherwise switch to or adopt certain digital assets at the expense of their engagement
with other digital asset networks, which may negatively impact those networks, including the Bitcoin network.
●
In August 2017, the Bitcoin network underwent a hard fork that resulted in the creation of a new digital asset network
called Bitcoin Cash. This hard fork was contentious, and as a result some users of the Bitcoin Cash network may harbor ill
will toward the Bitcoin network. Any future hard fork could be similarly contentious and some users may attempt to
negatively impact the use or adoption of the Bitcoin network or other digital asset networks, as may those involved in
contentious hard forks of other digital assets.

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Digital assets are a new asset class and represent a technological innovation and they are subject to a high degree of uncertainty.
The adoption of digital assets will require growth in usage and in the blockchain technology generally for various applications. Adoption
of digital assets will also require greater regulatory clarity. A lack of expansion in use of digital assets and blockchain technologies would
adversely affect our financial performance. In addition, there is no assurance that digital assets generally will maintain their value over
the long term. The value of digital assets is subject to risks related to our use. If growth in the use of digital assets generally occurs in the
near or medium term, there is no assurance that such use will continue to grow over the long term. A contraction in use of digital assets
may result in increased volatility or a reduction in digital asset prices, which would materially and adversely affect our business,
operating results, and financial condition.
The prices of digital assets are extraordinarily volatile.
Values of digital assets have historically been highly volatile. The value of cryptocurrencies is based in part on market adoption
and future expectations, which may or may not be realized. Fluctuations in the price of various cryptocurrencies may cause uncertainty in
the market and could negatively impact trading volumes of cryptocurrencies, which would adversely affect the success of our business,
financial condition and results of operations. A significant portion of demand for digital assets is generated by speculators and investors
seeking to profit from the short- or long-term holding of these assets. Speculation regarding future appreciation in the value of a digital
asset may inflate and make more volatile the price of that digital asset.
Several factors may affect the price of digital assets, particularly cryptocurrencies, including, but not limited to:
●
Global cryptocurrency supply and demand, which can be influenced by the growth or decline of retail merchants’ and
commercial businesses’ acceptance of cryptocurrencies as payment for goods and services, the security of online digital
asset trading platforms and digital wallets that hold cryptocurrencies, the perception that the use and holding of digital
currencies is safe and secure and regulatory restrictions on their use.
●
The development and launch timeline of new digital asset networks, and forthcoming upgrades like proto-danksharding
designed to improve network scalability.
●
Changes in the software, software requirements or hardware requirements underlying a blockchain network, such as a fork.
Forks in the future are likely to occur and there is no assurance that such a fork would not result in a sustained decline in
the market price of cryptocurrencies.
●
Changes in the rights, obligations, incentives or rewards for the various participants in a blockchain network. For digital
assets that rely on miners or validators, sophisticated miner groups may become unduly influential over time if system or
bandwidth requirements become too high. Where a single personality or entity exerts an outsize influence, an adverse event
impacting that individual or entity, such as an insolvency proceeding, could result in a reduction in the price of a digital
asset.
●
Concentration of ownership in certain digital assets by an individual or small group of holders or those within one or a
small number of jurisdictions. Large sales or distributions by such holders could have an adverse effect on the market price
of such digital assets.
●
The maintenance and development of the software protocol of cryptocurrencies.
●
Digital asset trading platforms’ deposit and withdrawal policies and practices, liquidity on such trading platforms and
interruptions in service from or failures of such trading platforms.
●
Regulatory measures, if any, that affect the use and value of digital assets.
●
The taxation, and tax-related reporting, of transactions involving digital assets by the United States and other jurisdictions.
●
Competition for and among various cryptocurrencies that exist and market preferences and expectations with respect to
adoption of individual currencies.

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●
Actual or perceived manipulation of the markets for cryptocurrencies.
●
Actual or perceived threats that cryptocurrencies and related activities such as mining have adverse effects on the
environment or are tied to illegal activities, or on the other hand, the correlation of the price of certain digital assets to the
price of Bitcoin in particular.
●
Social media posts and other public communications by high-profile individuals relating to specific cryptocurrencies, or
listing or other business decisions by cryptocurrency companies relating to specific cryptocurrencies.
●
Investors’ expectations with respect to the rate of inflation, in the economy, monetary policies of governments, trade
restrictions and currency devaluations and revaluations.
●
Investors’ overall confidence in the digital asset ecosystem and the safety and reliability of digital asset trading platforms.
●
Activities of stablecoin issuers, the ability of stablecoin issuers to substitute underlying assets to back the stablecoins or the
decline in value of those underlying assets and future actions relating to the regulatory or accounting treatment of
stablecoins.
Additionally, some purportedly decentralized digital assets may be more centralized than widely believed, or may become more
centralized over time, increasing the risk that an adverse event impacting an individual personality or entity could result in a reduction in
the price of digital assets. While digital assets networks are typically decentralized and do not need to rely on any single government or
institution to create, transmit and determine value, in reality a single personality or entity may have the ability to exert centralized
authority over a network.
There are also volatility risks related to stablecoins, which are designed to have a relatively stable price that aligns with the price
of an underlying physical asset, most commonly a fiat currency, such as U.S. dollars, or an exchange-traded commodity. The stability of
a stablecoin results from the underlying assets backing the stablecoin that are held by the stablecoin’s issuer in segregated or omnibus
accounts, among other factors such as the ability of a holder to redeem the stablecoin from its issuer for the underlying asset. The issuers
of certain stablecoins currently retain broad discretion to determine the composition and amounts of assets held in the issuers’ accounts
backing those stablecoins, and to substitute assets other than the fiat currency that is initially deposited. The composition of backing
assets varies considerably across popular stablecoins, with some stablecoins backed entirely by off-chain assets including cash or short-
term, highly liquid assets, and others backed by assets significantly less liquid than cash or cash equivalents. For example, Circle, which
issues USDC, reports that it holds cash and short-term cash equivalents to back its USDC stablecoins. Meanwhile, Tether, which issues
USDT, publishes a report on a quarterly basis which includes a breakdown of the consolidated total assets comprising its reserves
backing USDT as of a given reporting date, and according to such reports, its reserves have included commercial paper and certificates
of deposit, cash and bank deposits, reverse repo notes, money market funds, treasury bills, secured loans, corporate bonds, funds and
precious metals, and other investments (including digital tokens), and Tether reserves the right to redeem USDT by making in-kind
redemptions of any assets held in its reserves. As a result of the discretion afforded to certain stablecoin issuers to determine the
composition and amounts of assets held in the issuers’ accounts backing those stablecoins, there is a risk that an issuer may be unable to
liquidate enough backing assets if it were to face mass redemptions of its stablecoin, which could cause the price of the stablecoin to
deviate from the price of the underlying fiat currency or other asset with which the stablecoin is designed to align in price. In extreme
cases, such as a request to immediately redeem all or substantially all of a particular stablecoin in circulation, even stablecoins backed by
reserves comprised primarily of cash and cash equivalents may be subject to instability or an inability of the stablecoin issuer to meet all
redemption requests, as the market for short-dated U.S. government obligations might not be sufficiently price stable. Market participants
have increasingly shown concern about the actual underlying liquidity and reserves for dollar stablecoins, such as USDT and USDC. For
example, according to reports, Circle had more than US$3 billion of its USDC reserve funds temporarily locked in Silicon Valley Bank
when such bank was placed into FDIC receivership in March 2023. Although these funds were ultimately made available, concerns
related to Circle’s access to these funds caused USDC to temporarily fall below its US$1.00 peg, and the total market capitalization of
USDC decreased following this temporary depegging. If a stablecoin issuer were to fail to honor its redemption obligations, this could
undermine public confidence in stablecoins and in digital assets more broadly, which could have a widespread impact on the
cryptoeconomy, causing the prices of other stablecoins and digital assets to become more volatile.

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Because stablecoins purport to be backed by underlying reserve assets, a fundamental issue in the event of the bankruptcy or
insolvency of the issuer of a given stablecoin is which party possesses beneficial ownership of the underlying reserve assets: the holder
of the stablecoin, or the issuer. If a particular stablecoin were structured in a manner that entitles its holder only to a contractual right to
payment from the issuer (even if such payments are to be derived from the underlying assets), then the assets underlying the stablecoins
may be considered to be the property of the issuer’s bankruptcy estate, such that all of the issuer’s creditors would be entitled to their pro
rata share of such assets, with the stablecoin holder being treated as an unsecured creditor of the issuer. In such an event, if the issuer
were to have insufficient funds or assets to satisfy the claims of its creditors, then the holder of a stablecoin would likely receive only a
partial recovery, and not the full purported value of its stablecoin holdings. Conversely, if a particular stablecoin were structured in a
manner that entitles its holder to absolute beneficial ownership of the underlying reserve assets, whereby the issuer holds bare legal title
to the underlying assets but has no beneficial interest or property rights in such assets, then the holders would likely have a stronger
claim on the underlying assets in the event of a bankruptcy or insolvency of the issuer. However, due to the novelty of stablecoins, courts
have not yet considered the treatment of underlying reserve assets in the context of a bankruptcy or insolvency of a stablecoin issuer, and
there can be no certainty as to a court’s determination in such circumstances.
Some digital assets may be more difficult to value than other investments because such assets may not have a liquid or
transparent trading market. For example, some digital asset trading platforms have created their own digital assets and used them in
opaque and potentially fraudulent manners to facilitate transactions and trading relationships. In certain circumstances, such digital assets
are thinly traded, making it difficult to ascertain the true value of such assets. We may not be able to sell a digital asset promptly or at a
reasonable time or price. Although there may be an institutional market for certain digital assets, it is not possible to predict exactly how
the market for such assets will develop or whether they will continue to exist. A digital asset that was liquid at the time of purchase may
subsequently become illiquid, and its value may decline as a result. In addition, transaction costs are generally higher for digital assets.
There is no assurance that cryptocurrencies will maintain their long-term value in terms of purchasing power in the future, or
that acceptance of cryptocurrency payments by mainstream retail merchants and commercial businesses will continue to grow. Only a
limited number of cryptocurrencies, including Bitcoin, have become sometimes accepted as a means of payment for some goods and
services, and use of cryptocurrencies by consumers to pay at retail and commercial outlets remains very limited. In part, this is because
cryptocurrencies face significant scaling obstacles that can lead to high fees or slow transaction settlement times and attempts to increase
the volume of transactions may not be effective. A lack of expansion by cryptocurrencies into retail and commercial markets, or a
contraction of such limited use as has developed to date, may result in increased volatility or a reduction in the value of that
cryptocurrency or cryptocurrencies generally, which has in the past, and could materially and adversely affect our business, operating
results, and financial condition.
Due to a lack of familiarity and some negative publicity associated with digital asset-related companies, existing and potential clients,
counterparties and regulators may lose confidence in digital asset management companies.
Since the inception of the cryptoeconomy, numerous digital asset-related companies have been sued, investigated, or shut down
due to fraud, manipulative practices, business failure, and security breaches. In many of these instances, clients of these companies were
not compensated or made whole for their losses. For example, in February 2021, Bitfinex settled a long-running legal dispute with the
State of New York related to Bitfinex’s alleged misuse of over US$800 million of client assets and, in October 2023, hackers were
reported to have stolen US$570 million from the BNB Smart Chain, a blockchain linked with Binance, one of the world’s largest digital
asset trading platforms. Further, in 2022 and 2023, each of Celsius Networks, Voyager Digital, Three Arrows Capital, FTX and Genesis
declared bankruptcy. In particular, in November 2022, FTX—which was at the time one of the world’s largest and most popular digital
asset trading platforms—became insolvent, and it was revealed that the platform had been misusing client assets, resulting in a loss of
confidence in participants of the cryptoeconomy and negative publicity surrounding digital assets more broadly.

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Further, in June 2023, the SEC initiated lawsuits against Coinbase and Binance alleging, among other things, that such firms
were operating as unregistered securities exchanges in the United States, and identifying a number of digital assets that the SEC alleges
to be unregistered securities. In addition, in November 2023, the SEC filed a complaint against Kraken and brought similar charges,
including an allegation that Kraken operated as an unregistered securities exchange, brokerage and clearing agency. In November 2023,
Binance pleaded guilty to the U.S. Justice Department’s investigations into violations relating to the BSA, failure to register as a money
transmitting business and the International Emergency Economic Powers Act, and the founder of Binance pleaded guilty to failing to
maintain an effective AML program in violation of the BSA. As part of the settlement, Binance separately reached resolutions with the
CFTC, FinCEN and OFAC; however, its case against the SEC’s allegations remains ongoing, and Coinbase and Kraken have also denied
the SEC’s allegations. The outcome of these lawsuits, their effect on the broader cryptoeconomy and the reputational impact on industry
participants, remain uncertain.
In addition, there have been reports that a significant amount of trading volume on digital asset trading platforms is fabricated
and false in nature, with a specific focus on unregulated platforms located outside the United States. Such reports may indicate that the
market for digital asset trading platform activities is significantly smaller than otherwise understood.
Negative perception, a lack of stability and standardized regulation in the cryptoeconomy, and the closure or temporary
shutdown of digital asset trading platforms due to fraud, business failure, hackers or malware, or government mandated regulation, and
associated losses suffered by clients may reduce confidence in the cryptoeconomy and result in greater volatility of the prices of assets,
including significant depreciation in value. Any of these events could have an adverse impact on our reputation, business, operating
results, and financial condition.
Many digital asset transactions are irrevocable and stolen or incorrectly transferred digital assets may be irretrievable. As a result,
any incorrectly executed digital asset transactions could adversely affect our business operations and financial performance.
Digital asset transactions are typically not reversible without the consent and active participation of the recipient of the
transaction. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer or theft of a
digital asset generally will not be reversible and we may not be capable of seeking compensation for any such transfer or theft. Although
transfers of digital assets that we hold and/or that are custodied on behalf of our clients will regularly be made to or from our custody
accounts, it is possible that, through computer or human error, or through theft or criminal action, such digital assets could be transferred
from our custody accounts in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts.
Such events have occurred in connection with digital assets in the past. For example, in September 2014, the digital asset
trading platform Huobi announced that it had sent approximately 900 Bitcoins and 8,000 Litecoins (worth approximately US$400,000 at
the prevailing market prices at the time) to the wrong clients.
To the extent that we are unable to seek a corrective transaction with such third party or are incapable of identifying the third
party which has received such digital assets through error or theft, we will be unable to revert or otherwise recover incorrectly transferred
digital assets. We will also be unable to convert or recover the digital assets transferred to uncontrolled accounts. To the extent that we
are unable to seek redress for such error or theft, such loss could have a material adverse effect on our reputation, business, operating
results, and financial condition.
Political or economic crises may motivate large-scale sales of digital assets, which would result in a reduction in values and
materially and adversely affect us.
Cryptocurrencies, as an alternative to fiat currencies that are backed by central governments, are subject to supply and demand
forces based upon the desirability of an alternative, decentralized means of buying and selling goods and services, and it is unclear how
such supply and demand will be impacted by geopolitical events. For example, political or economic crises could motivate large-scale
acquisitions or sales of digital assets either globally, regionally or locally. Large-scale sales of certain digital assets would result in a
reduction in their value and could materially and adversely affect our business, operating results, and financial condition.

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The value of cryptocurrencies and other digital assets may be subject to momentum pricing risk.
Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing
public, accounts for anticipated future appreciation in value. Cryptocurrency and other digital asset market prices are determined
primarily using data from various digital asset trading platforms, over-the-counter markets, and derivative platforms. Momentum pricing
may have resulted, and may continue to result, in speculation regarding future appreciation in the value of cryptocurrencies and other
digital assets, inflating and making their market prices more volatile, and such effects may be material and adverse. As a result,
cryptocurrencies and other digital assets may be more likely to fluctuate in value due to changing investor confidence in future
appreciation (or depreciation) in their market prices, which could adversely and materially affect the value of our cryptocurrency and
other digital asset inventory.
Blockchain networks, digital assets and the digital asset trading platforms on which these assets are traded are dependent on internet
and other blockchain infrastructure and susceptible to system failures, security risks and rapid technological change.
The success of cryptocurrency-based blockchain and other digital asset platforms will depend on the continued development of
a stable public infrastructure, with the necessary speed, data capacity and security, and the timely development of complementary
products such as high-speed modems for providing reliable internet access and services. Digital assets have experienced, and are
expected to continue to experience, significant growth in the number of users and amount of content. Blockchains will continue to be
increasingly interconnected with other blockchains and real-world applications. As services and applications continue to be built on top
of blockchains, they will place increased reliance on third-party infrastructure providers, including in connection with cross-chain
bridges and messaging, liquidity providers, wallets, data feeds and oracles. Reliance on any of these third-parties introduces additional
risks and points of failure. There is no assurance that the relevant digital asset infrastructure will continue to be able to support the
demands placed on it by this continued growth or that the performance or reliability of the technology will not be adversely affected by
this continued growth. There is also no assurance that the infrastructure or complementary products or services necessary to make digital
assets a viable product for their intended use will be developed in a timely manner, or that such development will not result in the
requirement of incurring substantial costs to adapt to changing technologies. The failure of these technologies or platforms or their
development could materially and adversely affect our investment and trading strategies, the value of our assets and the value of any
investment in us. Any number of technical changes, software upgrades, soft or hard forks, cybersecurity incidents or other changes to the
underlying blockchain network may occur from time to time, causing incompatibility, technical issues, disruptions or security
weaknesses to our systems. If we are unable to identify, troubleshoot and resolve any such issues successfully, we may no longer be able
to support such cryptocurrency, our clients’ assets may be frozen or lost, the security of our hot or cold wallets may be compromised and
our systems and technical infrastructure may be affected, all of which could adversely impact the success of our business, financial
condition and results of operations. Cryptocurrencies are created, issued, transmitted, and stored according to protocols run by computers
in the cryptocurrency network. It is possible these protocols have undiscovered flaws or could be subject to network scale attacks which
could result in losses to us. Advancements in quantum computing could break the cryptographic rules of protocols which support certain
of our assets.
From time to time, we may encounter technical issues in connection with the integration of supported digital assets and changes or
upgrades to the underlying digital asset networks of supported cryptocurrencies or protocols, and more broadly, such changes or
upgrades may be delayed or unsuccessful, any of which could materially and adversely affect our investments and trading strategies,
financial condition and results of operations.
In order to support any digital asset, a variety of front and back-end technical and development work is required to be
implemented in our wallet, custody, trading, and other solutions for our clients, and to integrate such supported digital asset with our
existing technical infrastructure. For certain digital assets, a significant amount of development work is required and there is no
guarantee that we will be able to support successfully any existing or future digital asset. In addition, such integration may introduce
software errors or weaknesses into our products and existing infrastructure. Even if such integration is initially successful, any number of
technical changes, software upgrades, soft or hard forks, cybersecurity incidents, or other changes to the underlying blockchain network
may occur from time to time, causing incompatibility, technical issues, disruptions, or security weaknesses to our products and existing
infrastructure. If we are unable to identify, troubleshoot and resolve any such issues successfully, we may no longer be able to support
such digital asset, our clients’ assets may be frozen or lost, the security of our hot, warm, or cold wallets may be compromised, and our
technical infrastructure may be affected, all of which could adversely impact our business.

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Rising adoption of blockchain networks leads to network congestion, as space on decentralized ledgers is inherently scarce.
From a design standpoint, striking a balance between security, decentralization, and scalability (or transactional throughput) is subject of
great debate among innovators and has led to the creation of a variety of networks that make different trade-offs to achieve different
outcomes. If network congestion rises to the point where transaction fees make it prohibitively expensive for average users to operate on
the network, those users may stop using the network, and application developers may seek to build on other networks where users can
afford to transact.
Any number of anticipated or unforeseen technical changes or software upgrades, soft or hard forks, cybersecurity incidents or
other changes to the underlying blockchain network may cause incompatibility, technical issues, disruptions or security weaknesses to
our systems. If we or our third-party providers are unable to identify, troubleshoot and resolve any such issues successfully, we may no
longer be able to support such cryptocurrency, our clients’ assets may be frozen or lost, and our technical infrastructure may be affected,
all of which could adversely impact the success of our business, financial condition and results of operations.
Changes in the governance of a digital asset network may not receive sufficient support from users and miners, which may negatively
affect that digital asset network’s ability to grow and respond to challenges.
The governance of decentralized networks, such as the Bitcoin and Ethereum networks, is by voluntary consensus and open
competition. As a result, there may be a lack of consensus or clarity on the governance of any particular decentralized digital asset
network, which may stymie such network’s utility and ability to grow and face challenges. The foregoing notwithstanding, the protocols
for some decentralized networks, such as the Bitcoin network, are informally managed by a group of core developers that propose
amendments to the relevant network’s source code. Core developers’ roles evolve over time, largely based on self-determined
participation. If a significant majority of users and miners adopt amendments to a decentralized network based on the proposals of such
core developers, such network will be subject to new protocols that may adversely affect the value of the relevant digital asset. As a
result of the foregoing, it may be difficult to find solutions or marshal sufficient effort to overcome any future problems, especially long-
term problems, on digital asset networks.
A temporary or permanent “fork” could adversely affect our business operations and financial conditions.
Many public blockchain networks, including the Bitcoin network, operate using open-source protocols, meaning that any user
can download the software, modify it and then propose that the users and miners of Bitcoin, for example, adopt the modification. The
development team for a network might propose and implement amendments to a network’s source code through software upgrades
altering the original protocol, including fundamental ideas such as the irreversibility of transactions and limitations on the validation of
blockchain software distributed ledgers. Such changes to original protocols and software could materially and adversely affect our
business, operating results, and financial condition.
When a modification is introduced and a substantial majority of users and miners consent to the modification, the change is
implemented and the network remains uninterrupted. However, if less than a substantial majority of users and miners consent to the
proposed modification, and the modification is not compatible with the software prior to its modification, the consequence would be
what is known as a “hard fork” of the Bitcoin network, with one group running the pre-modified software and the other running the
modified software. The effect of such a fork would be the existence of two versions of Bitcoin running in parallel, yet lacking
interchangeability. Both Bitcoin and Ethereum networks have experienced “forks” in recent years. A fork can lead to a disruption of
networks and its information technology systems, which can further lead to temporary or even permanent loss of client assets. For
example, in August 2017, Bitcoin “forked” into Bitcoin and a new digital asset, Bitcoin Cash, as a result of a several-year dispute over
how to increase the rate of transactions that the Bitcoin network can process.
Forks may also occur as a network community’s response to a significant security breach. For example, in June 2016, an
anonymous hacker exploited a smart contract running on the Ethereum network to syphon approximately US$60 million of ETH held by
the DAO, a distributed autonomous organization, into a segregated account. In response to the hack, most participants in the Ethereum
community elected to adopt a “fork” that effectively reversed the hack. However, a minority of users continued to develop the original
blockchain, now referred to as “Ethereum Classic” with the digital asset on that blockchain now referred to as Ether Classic, or ETC.
ETC now trades on several digital asset trading platforms.

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A fork may also occur as a result of an unintentional or unanticipated software flaw in the various versions of otherwise
compatible software that users run. Such a fork could lead to users and miners abandoning the digital asset with the flawed software. It is
possible, however, that a substantial number of users and miners could adopt an incompatible version of the digital asset while resisting
community-led efforts to merge the two chains. This could result in a permanent fork, as in the case of Ether and Ether Classic.
In addition, many developers have previously initiated hard forks in the Bitcoin blockchain to launch new digital assets, such as
Bitcoin Cash, Bitcoin Gold, Bitcoin Silver and Bitcoin Diamond. Later, the Bitcoin Cash blockchain was again forked to launch a new
digital asset, Bitcoin Satoshi’s Vision. To the extent such digital assets compete with a digital asset held by us or our clients, such
competition could impact demand for such digital asset and could adversely impact our business operations and financial condition.
Furthermore, a hard fork can lead to new security concerns. For example, when the Ethereum and Ethereum Classic networks split in
July 2016, replay attacks, in which transactions from one network were rebroadcast to nefarious effect on the other network, plagued
Ethereum trading platforms through at least October 2016. An Ethereum trading platform announced in July 2016 that it had lost 40,000
Ether Classic, worth about US$100,000 at that time, as a result of replay attacks. Another possible result of a hard fork is an inherent
decrease in the level of security due to significant amounts of mining power remaining on one network or migrating instead to the new
forked network. After a hard fork, it may become easier for an individual miner or mining pool’s hashing power to exceed 50% of the
processing power of the digital asset network that retained or attracted less mining power, thereby making digital assets that rely on
proof-of-work more susceptible to attack.
A hard fork may adversely affect the price of the digital asset at the time of announcement or adoption. For example, the
announcement of a hard fork could lead to increased demand for the pre-fork digital asset, in anticipation that ownership of the pre-fork
digital asset would entitle holders to a new digital asset following the fork. The increased demand for the pre-fork digital asset may cause
the price of the digital asset to rise. After the hard fork, it is possible the aggregate price of the two versions of the digital asset running in
parallel would be less than the price of the digital asset immediately prior to the fork.
The Ethereum network is in the process of implementing software upgrades and other changes to its protocol. For example, in
September 2022, the Ethereum network activated the long-awaited “Merge” upgrade. The Merge effectively swapped Ethereum’s
consensus mechanism away from proof-of-work to proof-of-stake. A digital asset network’s consensus mechanism is a material aspect of
its source code, and any failure to properly implement such a change could have a material adverse effect on the value of digital assets
that rely on the Ethereum network, including some of which we or our clients hold. Although the Merge appears to be successful thus far,
it is possible that the Merge introduced a currently undiscovered error or vulnerability. It is expected that further developments and forks
for the Ethereum network are forthcoming.
Any future forks could adversely affect our business operations and financial conditions.
If a malicious actor or botnet obtains control of more than 50% of the processing power on a digital asset network, or otherwise
obtains control over a digital asset network through its influence over core developers or otherwise, such actor or botnet could
manipulate the blockchain of such digital asset to adversely affect its ability to operate.
If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the
actions of the computers) obtains a majority of hash rate on a proof-of-work system, or otherwise controls a sizeable portion of supply in
a proof-of-stake system, it can maliciously disrupt the blockchain, either by halting functionality, censoring transactions, or even double-
spending coins. If such an actor or botnet obtains a majority of the processing power dedicated to mining on a particular digital asset
network, it may be able to alter the relevant blockchain on which transactions in that digital asset rely by constructing fraudulent blocks
or preventing certain transactions from completing in a timely manner, or at all. The malicious actor or botnet could also control, exclude
or modify the ordering of transactions. Although the malicious actor or botnet would not be able to generate new tokens or transactions
using such control, it could “double-spend” its own tokens (i.e., spend the same tokens in more than one transaction) and prevent the
confirmation of other users’ transactions for so long as it maintained control. To the extent that such malicious actor or botnet did not
yield its control of the processing power on the relevant digital asset network or the digital asset community did not reject the fraudulent
blocks as malicious, reversing any changes made to the relevant blockchain may not be possible. Further, a malicious actor or botnet
could create a flood of transactions in order to slow down the relevant digital asset network.

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For example, in August 2020, the Ethereum Classic Network was the target of two double-spend attacks by an unknown actor or
actors that gained more than 50% of the processing power of the Ethereum Classic Network. The attack resulted in reorganizations of the
Ethereum Classic Blockchain that allowed the attacker or attackers to reverse previously recorded transactions in excess of over US$5.0
million and US$1.0 million.
Further, a malicious actor or botnet could create a flood of transactions in order to slow down the relevant digital asset network.
For example, on June 2, 2018, the Horizen network was the target of a double-spend attack by an unknown actor that gained more than
50% of the processing power of the Horizen network. The attack was the result of delayed submission of blocks to the Horizen network.
The core developers of Zen have since begun to implement mitigation procedures to significantly increase the difficulty of attacks of this
nature by introducing a penalty for delayed block submissions.
The crossing of the 50% threshold indicates a greater risk that a single mining pool or small group of mining pools could exert
authority over the validation of digital asset transactions, and this risk is heightened if over 50% of the processing power on the network
falls within the jurisdiction of a single governmental authority. To the extent that such events occur on the network of a digital asset that
we or our clients hold, if the network participants, including any core developers and administrators of mining pools, do not ensure
greater decentralization of mining processing power of such network, the feasibility of a malicious actor obtaining control of the
processing power on such network will increase, which may adversely affect our business.
A malicious actor may also obtain control over the Bitcoin network through its influence over core developers by gaining direct
control over a core developer or an otherwise influential programmer. To the extent that the Bitcoin ecosystem does not grow, the
possibility that a malicious actor may be able to obtain control of the processing power on the Bitcoin network in this manner will remain
heightened.
Any of the above events could materially and adversely affect our business, operating results, and financial condition.
The theft, loss, hacking, or destruction of private keys required to access any digital assets held in custody for our own account or for
our clients may be irreversible. If we are unable to access our private keys or if we experience a hack or other data loss relating to our
ability to access any digital assets, it could cause regulatory scrutiny, reputational harm, and other losses.
Digital assets are generally controllable only by the possessor of the unique private key relating to the digital wallet in which the
digital assets are held. While blockchain protocols typically require public addresses to be published when used in a transaction, private
keys must be safeguarded and kept private in order to prevent a third party from accessing the digital assets held in such a wallet. To the
extent that any of the private keys relating to our wallets containing digital assets held for our own account or for our clients is lost,
destroyed, or otherwise compromised or unavailable, and no backup of the private key is accessible, we will be unable to access the
digital assets held in the related wallet. Further, we cannot provide assurance that our wallets will not be hacked or compromised. Digital
assets and blockchain technologies have been, and may in the future be, subject to security breaches, hacking, or other malicious
activities. For example, in February 2025, cryptocurrency exchange Bybit suffered the largest crypto heist in history, losing $1.5 billion
in Ethereum (ETH) from a cold wallet. Any loss of private keys relating to, or hack or other compromise of, digital wallets used to store
our clients’ digital assets could adversely affect our clients’ ability to access or sell their digital assets, require us to reimburse our clients
for their losses, and subject us to significant financial losses in addition to losing clients’ trust in us and our products. As such, any loss
of private keys due to a hack, a misconduct or error of employee or third-party service provider, or other compromise by third parties
could hurt our brand and reputation, result in significant losses, and adversely impact our business. The total value of digital assets in our
possession and control is significantly greater than the total value of insurance coverage that would compensate us in the event of theft or
other loss of funds, which could cause our business, operating results, and financial condition to be adversely impacted in the event of
such uninsured loss.

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Adverse developments affecting financial institutions could adversely affect our industry and business.
Adverse developments that affect financial institutions, such as events involving liquidity that are rumored or actual, have in the
past and may in the future lead to bank failures and market-wide liquidity problems. For example, on March 10, 2023, Silicon Valley
Bank was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. Similarly,
on March 12, 2023, the New York Department of Financial Services took possession of Signature Bank and appointed the FDIC as
receiver of the bank. The U.S. Department of the Treasury, the Federal Reserve and the FDIC released a statement that indicated the
FDIC would complete its resolution of Silicon Valley Bank and Signature in a manner that fully protects all depositors. The U.S.
Department of Treasury, FDIC and Federal Reserve Board also announced a program to provide up to US$25 billion of loans to financial
institutions secured by certain of such government securities held by financial institutions to mitigate the risk of potential losses on the
sale of such instruments, widespread demands for client withdrawals or other liquidity needs of financial institutions. We have diverse
banking relationships with most of our deposits at large, systemically important financial institutions. To the extent that we have
deposited funds with banking institutions that fail and are not otherwise protected, we would lose the amount of our deposits over the
then current FDIC insurance limit. The loss of our deposits could reduce the amount of cash we have available to operate our business
and have an adverse impact on our business, financial condition and results of operations.
We offer DeFi products to our clients and our clients may suffer losses if the DeFi protocols, or our activities thereon, do not function
as expected.
We offer DeFi products to our clients. DeFi protocols achieve their purposes through self-executing smart contracts. Some of
these DeFi protocols allow users to, for example, transfer digital assets to a pool from which other users can borrow without requiring an
intermediate party to facilitate these transactions. Digital assets transferred to a pool generally earn interest to the lender, based on the
rates at which borrowers repay the loan, and can generally be withdrawn with no restrictions. However, these DeFi protocols pose
heightened regulatory concerns and are subject to various risks, including the risk that the underlying smart contract is insecure, the risk
that borrowers may default and the lender will not be able to recover its digital assets, the risk that any underlying collateral may
experience significant volatility, and the risk that certain core developers with protocol administration rights can make unauthorized or
harmful changes to the underlying smart contract. If any of these risks materialize, our clients’ digital assets in these DeFi protocols may
be adversely impacted, and our reputation, business operations and financial condition may be adversely affected.
We currently offer products involving, and expect to continue to support, certain smart contract-based digital assets. If the underlying
smart contracts for these digital assets do not operate as expected, they could lose value and our businesses could be adversely
affected.
We currently offer products involving, and expect to continue to support, various digital assets that represent units of value on
smart contracts deployed on a third party blockchain. Smart contracts are programs that store and transfer value and execute
automatically when certain conditions are met. Since smart contracts typically cannot be stopped or reversed, vulnerabilities in their
programming and design can have damaging, and even permanent, ramifications. For instance, in April 2018, a batch overflow bug was
found in many Ethereum-based ERC20-compatible smart contract tokens that allowed hackers to create a large number of smart contract
tokens, causing multiple digital asset platforms worldwide to shut down ERC20-compatible token trading. Similarly, in March 2020, a
design flaw in the MakerDAO smart contract caused forced liquidations of digital assets at significantly discounted prices, resulting in
millions of dollars of losses to users who had deposited digital assets into the smart contract. If any such vulnerabilities or flaws come to
fruition, smart contract-based digital assets may suffer negative publicity, be exposed to security vulnerabilities, decline significantly in
value, and lose liquidity over a short period of time. As smart contract-based digital assets continue to develop and evolve, we may be
subject to unintended or unforeseen regulatory risks and regulatory actions, which may be inconsistently applied across jurisdictions.

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In some cases, smart contracts can be controlled by one or more “admin keys” or users with special privileges, or “super users.”
These users have the ability to unilaterally make changes to the smart contract, enable or disable features on the smart contract, change
how the smart contract receives external inputs and data, and make other changes to the smart contract. For smart contracts that hold a
pool of assets, these users may also be able to extract funds from the pool, liquidate assets held in the pool, or take other actions that
decrease the value of the assets held by the smart contract in reserves. Even for digital assets that have adopted a decentralized
governance mechanism, such as smart contracts that are governed by the holders of a governance token, such governance tokens can be
concentrated in the hands of a small group of core community members, who would be able to make similar changes unilaterally to the
smart contract. If any such super user or group of core members unilaterally makes adverse changes to a smart contract, the design,
functionality, features and value of the smart contract, its related digital assets may be harmed. In addition, assets held by the smart
contract in reserves may be stolen, misused, burnt, locked up or otherwise become unusable and irrecoverable. These super users can
also become targets of hackers and malicious attackers. If an attacker is able to access or obtain the super user privileges of a smart
contract, or if a smart contract’s super-users or core community members take actions that adversely affects the smart contract, our
clients who hold and transact in the affected digital assets may experience decreased functionality and value of the applicable digital
assets, up to and including a total loss of the value of such digital assets. Although we do not control these smart contracts, any such
events could cause clients to seek damages against us for their losses, result in reputational damage to us, or in other ways adversely
impact our business.
Risks Related to Our American Depositary Shares
The market price for our ADSs may be volatile.
Since our ADSs became listed on Nasdaq Global Market on December 21, 2017, the trading price of our ADSs has ranged from
US$0.21 to US$19.10 per ADS (trading price presented here reflected actual trading price, without retrospectively applied ratio change).
The trading prices of our ADSs are volatile and could fluctuate widely due to factors beyond our control. This may happen because of
broad market and industry factors, like the performance and fluctuation in the market prices or the underperformance or deteriorating
financial results of other listed internet or other companies based in China that have listed their securities in the United States in recent
years. The securities of some of these companies have experienced significant volatility since their initial public offerings, including, in
some cases, substantial price declines in their trading prices. The trading performances of other Chinese companies’ securities after their
offerings may affect the attitudes of investors toward Chinese companies listed in the United States, which consequently may impact the
trading performance of our ADSs, regardless of our actual operating performance. Furthermore, as a result of the narrow band of our
ADSs publicly available for trading, small trades can cause significant percentage changes in valuation in a short time period. Such
volatility may affect the attitude of investors towards our securities, which consequently may impact the trading performance of our
ADSs, regardless of our actual operating performance. In addition, any negative news or perceptions about inadequate corporate
governance practices or fraudulent accounting, corporate structure or other matters of other Chinese companies may also negatively
affect the attitudes of investors towards Chinese companies in general, including us, regardless of whether we have conducted any
inappropriate activities. Furthermore, securities markets may from time to time experience significant price and volume fluctuations that
are not related to our operating performance, which may have a material adverse effect on the market price of our ADSs.
In addition to the above factors, the price and trading volume of our ADSs may be highly volatile due to multiple other factors,
including the following:
●
regulatory developments affecting us, our clients and end marketers, or our industry;
●
conditions in the online marketing industry and SaaS industry;
●
fluctuation of our results of operations from quarter to quarter due to seasonality in online marketing business, which may
be affected by the online spending cycles of consumers and marketers’ practices in marketing budget allocation;
●
announcements of studies and reports relating to the quality of our solutions and service offerings or those of our
competitors;
●
changes in the economic performance or market valuations of other providers of marketing solutions;

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●
actual or anticipated fluctuations in our quarterly results of operations and changes in or revisions to our expected results;
●
changes in financial estimates by securities research analysts;
●
announcements by us or our competitors of new product and service offerings, acquisitions, strategic relationships, joint
ventures or capital commitments;
●
additions to or departures of our senior management;
●
detrimental negative publicity about us, our management or our industry;
●
fluctuations of exchange rates between Renminbi and the U.S. dollar;
●
release or expiry of lock-up or other transfer restrictions on our outstanding ordinary shares or ADSs;
●
sales or perceived potential sales of additional ordinary shares or ADSs;
●
any share repurchase program; and
●
potential litigation or regulatory investing actions.
Any of these factors may result in large and sudden changes in the volume and price at which our ADSs will trade.
In the past, shareholders of public companies have often brought securities class action suits against those companies following
periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount
of our management’s attention and other resources from our business and operations and require us to incur significant expenses to
defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our
reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required
to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.
In addition, the global financial crisis, the trade wars, the Russia-Ukraine conflict, the Hamas-Israel conflict, the economic
recessions and deterioration in the credit market in many countries have contributed and may continue to contribute to extreme volatility
in the global stock markets. These broad market and industry fluctuations may adversely affect the market price of our ADSs. Volatility
or a lack of positive performance in our ADS price may also adversely affect our ability to retain key employees, most of whom have
been granted options or other equity incentives.
Our ADSs may not comply with the minimum listing requirements of the Nasdaq.
Our ADSs are currently listed on the Nasdaq Global Market. In order to maintain listing on the Nasdaq, we must satisfy
minimum financial and other continued listing requirements and standards. If we were not able to maintain compliance with this
requirement or any other applicable listing standard of the Nasdaq, our ADSs would be subject to delisting. In the event that our ADSs
are delisted from the Nasdaq and are not eligible for quotation or listing on another market or exchange, trading of our ADSs could be
conducted only in the over-the-counter market established for unlisted securities such as OTC markets. In such event, it could become
more difficult to dispose of, or obtain accurate price quotations for our ADSs, which could cause the price of our ADSs to decline further.
As a result, our ability to obtain adequate financing for the continuation of our operations would be substantially impaired, which could
have a material adverse effect on our financial condition and results of operations.

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Our dual-class share structure with different voting rights will limit your ability to influence corporate matters and could discourage
others from pursuing any change of control transactions that holders of our Class  A ordinary shares and ADSs may view as
beneficial.
We have a dual-class share structure such that our ordinary shares consist of Class A ordinary shares and Class B ordinary
shares. In respect of matters requiring the votes of shareholders, holders of Class A ordinary shares are entitled to one vote per share,
while holders of Class B ordinary shares are entitled to 30 votes per share based on our dual-class share structure. Each Class B ordinary
share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible
into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder thereof to any person or
entity which is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into the
equal number of Class A ordinary shares.
As of March 31, 2025, Mr. Michael Wu, our chairman of the board, beneficially owned an aggregate of 36,233,237 Class B
ordinary shares. Due to the disparate voting powers associated with our dual-class share structure, Mr. Wu beneficially owned
approximately 92.9% of the aggregate voting power of the Company as of March 31, 2025. See “Item 6. Directors, Senior Management
and Employees—E. Share Ownership.” As a result of the dual-class share structure and the concentration of ownership, Mr. Wu will
have considerable influence over matters such as decisions regarding change of directors, mergers, change of control transactions and
other significant corporate actions. He may take actions that are not in the best interest of us or our other shareholders. This concentration
of ownership may discourage, delay or prevent a change in control of our company, which could have the effect of depriving our other
shareholders of the opportunity to receive a premium for their shares as part of a sale of our company and may reduce the price of our
ADSs. This concentrated control will limit your ability to influence corporate matters and could discourage others from pursuing any
potential merger, takeover or other change of control transactions that holders of Class A ordinary shares and ADSs may view as
beneficial.
Our directors, officers and principal shareholders have substantial influence over our company and their interests may not be aligned
with the interests of our other shareholders.
Our directors and officers collectively beneficially owned an aggregate of 93.1% of the total voting power of our outstanding
ordinary shares as of March 31, 2025. See “Item 6. Directors, Senior Management and Employees—E. Share Ownership.” As a result,
they have substantial influence over our business, including significant corporate actions such as change of directors, mergers, change of
control transactions and other significant corporate actions. They may take actions that are not in the best interest of us or our other
shareholders. This concentration of ownership may discourage, delay or prevent a change in control of our company, which could
deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and may reduce the
price of the ADSs. These actions may be taken even if they are opposed by our other shareholders, including ADS holders. In addition,
the significant concentration of share ownership may adversely affect the trading price of the ADSs due to investors’ perception that
conflicts of interest may exist or arise.
We have granted, and may continue to grant, share incentives, which may result in increased share based compensation expenses.
We have granted, and may continue to grant, share incentives to employees, directors and advisors to incentivize their
performance and align their interests with ours.
As of March 31, 2025, options to purchase 85,195 Class A ordinary shares were outstanding under our 2018 Plan, and they were
vested and unexercised options.
As of March 31, 2025, 104,070 Class A ordinary shares were outstanding under our Post-IPO Plan, representing the shares
underlying the unvested 104,070 restricted Class A ordinary shares units.
We account for shared-based compensation for these share incentive awards using a fair value based method and recognize
expenses in our consolidated statements of comprehensive loss in accordance with U.S. GAAP. We will incur additional share based
compensation expenses in the future as we continue to grant share incentives using the ordinary shares reserved for this platform. We
believe the granting of share-based compensation is of significant importance to our ability to attract and retain key personnel and
employees, and we will continue to grant share-based compensation to them in the future. As a result, our expenses associated with
share-based compensation may increase, which may have an adverse effect on our results of operations.

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If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the
market price for our ADSs and trading volume could decline.
The trading market for our ADSs will depend in part on the research and reports that securities or industry analysts publish
about us or our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts
who cover us downgrade our ADSs or publish inaccurate or unfavorable research about our business, the market price for our ADSs
would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could
lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our ADSs to decline.
The sale or availability for sale of substantial amounts of our ADSs could adversely affect their market price.
Sales of substantial amounts of our ADSs in the public market, or the perception that these sales could occur, could adversely
affect the market price of our ADSs and could materially impair our ability to raise capital through equity offerings in the future. Certain
holders of our ordinary shares have rights, subject to certain conditions, to require us to file registration statements covering their shares
or to include their shares in registration statements that we may file for ourselves or other shareholders. We have also registered all
ordinary shares that we may issue under our equity compensation plans. These shares can be freely sold in the public market subject to
volume limitations applicable to affiliates. If any of these additional shares are sold, or if it is perceived that they will be sold, in the
public market, the market price of our ADSs could decline.
We cannot predict what effect, if any, market sales of securities held by our significant shareholders, including potential sales of
our securities upon the conversion of our convertible notes, or any other shareholder or the availability of these securities for future sale
will have on the market price of our ADSs.
Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our ADSs for return on
your investment.
We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth
of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an
investment in our ADSs as a source for any future dividend income.
Our board of directors has discretion as to whether to distribute dividends, subject to certain restrictions under Cayman Islands
law, namely that our company may only pay dividends out of profits or share premium, and provided always that in no circumstances
may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of
business. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount
recommended by our board of directors. Even if our board of directors decides to declare and pay dividends, the timing, amount and
form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital
requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual
restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our ADSs will
likely depend entirely upon any future price appreciation of our ADSs. There is no guarantee that our ADSs will appreciate in value or
even maintain the price at which you purchased the ADSs. You may not realize a return on your investment in our ADSs and you may
even lose your entire investment in our ADSs.
Our memorandum and articles of association that contain anti-takeover provisions that could discourage a third party from
acquiring us and adversely affect the rights of holders of our Class A ordinary shares and ADSs.
Our memorandum and articles of association contain certain provisions that could limit the ability of others to acquire control of
our company, including a dual-class share structure that gives greater voting power to the Class B ordinary shares beneficially owned by
Mr. Michael Wu, and a provision that grants authority to our board of directors to establish and issue from time to time one or more
series of preferred shares without action by our shareholders and to determine, with respect to any series of preferred shares, the terms
and rights of that series. These provisions could have the effect of depriving our shareholders and ADSs holders of the opportunity to sell
their 
shares 
or 
ADSs 
at 
a 
premium 
over 
the 
prevailing 
market 
price 
by 
discouraging 
third
parties from seeking to obtain control of our company in a tender offer or similar transactions.

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As a company incorporated in the Cayman Islands, we have adopted certain home country practices in relation to corporate
governance matters that differ significantly from the Nasdaq corporate governance requirements; these practices may afford less
protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.; these
practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq corporate governance
requirements.
As a Cayman Islands company listed on the Nasdaq Global Market, we are subject to the Nasdaq corporate governance
requirements. However, Nasdaq Global Market 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 Nasdaq corporate governance requirements. We follow our home country practices and rely on certain exemptions provided by
the Nasdaq Stock Market Rules to a foreign private issuer, including exemptions from the requirements to have:
●
shareholder approval for certain events, including the establishment or amendment of certain equity based compensation
plans and arrangements and certain transactions involving issuances of 20% or more interest in our company;
●
majority of independent directors on our board of directors;
●
only independent directors being involved in the selection of director nominees and determination of executive officer
compensation; and
●
regularly scheduled executive sessions of independent directors.
As a result of our reliance on the corporate governance exemptions available to foreign private issuers, you will not have the
same protection afforded to shareholders of companies that are subject to all of Nasdaq’s corporate governance requirements.
We are a “controlled company” as defined under the Nasdaq rules, and as a result,   will qualify for exemptions from certain
corporate governance requirements. Although we do not intend to rely on these exemptions at this time, we may do so in the future
and you may not have the same protections afforded to shareholders of companies that are subject to such requirements.
We are a “controlled company” as defined under the Nasdaq rules because Mr. Wu beneficially owned approximately 92.9% of
the aggregate voting power of the Company as of March 31, 2025. For so long as we remain a controlled company under that definition,
we are permitted to elect to rely, and may rely, on certain exemptions from Nasdaq corporate governance rules. As a foreign private
issuer and a “controlled company”, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance
rules, including:
●
the requirement that a majority of our Board consist of independent directors;
●
the requirement that our compensation, nominating and corporate governance committee be composed entirely of
independent directors; and
●
the requirement for an annual performance evaluation of our compensation, nominating and corporate governance
committee.
While we do not intend to rely on these exemptions at this time, we may in the future elect to rely on these exemptions and,
accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate
governance requirements of Nasdaq.

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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 limited liability 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 and the common law of
the Cayman Islands. The rights of shareholders to take action against the directors, actions by 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, 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 has a less developed body of securities laws than the United States. Some 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.
The Cayman Islands courts are also unlikely:
●
to recognize or enforce against us judgments of courts of the United States based on certain civil liability provisions of U.S.
securities laws; and
●
to impose liabilities against us, in original actions brought in the Cayman Islands, based on certain civil liability provisions
of U.S. securities laws that are penal in nature.
There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the
Cayman Islands will in certain circumstances recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction
without retrial on the merits.
As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions
taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a
company incorporated in the United States.
Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect
corporate records or to obtain copies of lists of shareholders of these companies. Our directors will have discretion under our current
memorandum and articles of association, to determine whether or not, and under what conditions, our corporate records may be
inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to
obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in
connection with a proxy contest.
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 management, members of the board of directors or controlling shareholders than they would as public shareholders of a
company incorporated in the United States.

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You may experience difficulties in effecting service of legal process and enforcing  judgments obtained against us, our directors
or  our  officers, and the ability of U.S. authorities to bring actions against us, our directors or our officers in China may
also be limited.
We are an exempted limited liability company incorporated under the laws of the Cayman Islands. We conduct all of our current
operations outside the United States, and all of our assets are located outside the United States. All of our directors and executive officers
are nationals or residents of jurisdictions other than the United States and most of their assets are located outside of the United States. As
a result, it may be difficult or impossible for you to effect service of process within the United States upon these individuals, or to bring
an action against us or against these individuals in the United States in the event that you believe 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, of Singapore, of Hong Kong and of Dubai may render you unable to enforce a judgment against our assets or the assets of our
directors and officers. In addition, due to jurisdictional limitations, matters of comity and various other factors, the SEC, Department of
Justice (“DOJ”) and other U.S. authorities may be limited in their ability to take enforcement actions, including in instances of fraud,
against us or our directors and officers who are reside out of the U.S.. See “—Enforceability Of Civil Liabilities.”
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 vote your Class A ordinary shares.
As a holder of our ADSs, you will only be able to exercise the voting rights with respect to the underlying Class A ordinary
shares in accordance with the provisions of the deposit agreement. Under the deposit agreement, you must vote by giving voting
instructions to the depositary. If we ask for your instructions, then upon receipt of your voting instructions, the depositary will try to vote
the underlying Class A ordinary shares in accordance with these 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 your right to vote with respect to the underlying shares unless you withdraw the shares. When a general meeting is
convened, you may not receive sufficient advance notice to withdraw the shares underlying your ADSs to allow you to vote with respect
to any specific matter. If we ask for your instructions, the depositary will notify you of the upcoming vote and will arrange to deliver our
voting materials to you. We have agreed to give the depositary at least 30 days’ prior notice of shareholder meetings.
Nevertheless, we cannot assure you that you will receive the voting materials in time to ensure that you can instruct 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 not be able to exercise your right to vote and you may
have no legal remedy if the shares underlying your ADSs are not voted as you requested.
Except in limited circumstances, the depositary for our ADSs will give us a discretionary proxy to vote the Class A ordinary shares
underlying your ADSs if you do not vote at shareholders’ meetings, which could adversely affect your interests.
Under the deposit agreement for our ADSs, to the extent we have provided the depositary with at least 40 days’ notice of a
proposed meeting, if voting instructions are not timely received by the depositary from you, you shall be deemed to have instructed the
depositary to give a discretionary proxy to a person designated by us to vote the shares represented by you ADSs as desired.
However, no such instruction shall be deemed given and no discretionary proxy shall be given (a) if we inform the depositary in
writing that (i) we do not wish such proxy to be given, (ii) substantial opposition exists with respect to any agenda item for which the
proxy would be given or (iii) the agenda item in question, if approved, would materially or adversely affect the rights of holders of shares
and (b) unless we have provided the depositary with an opinion of our counsel to the effect that (i) the granting of such discretionary
proxy does not subject the depositary to any reporting obligations in the Cayman Islands, (ii) the granting of such proxy will not result in
a violation of any applicable law, public rule or regulation in force in the Cayman Islands and (iii) the courts of the Cayman Islands will
give effect to the voting arrangement and deemed instruction as contemplated in the proxy under Cayman Islands law.
The effect of this discretionary proxy is that, if you fail to give voting instructions to the depositary as to how to vote the
Class A ordinary shares underlying your ADSs at any particular shareholders’ meeting, you cannot prevent our Class A ordinary shares
underlying your ADSs from being voted at that meeting, absent the situations described above, and it may make it more difficult for
shareholders to influence our management. Holders of our Class A ordinary shares are not subject to this discretionary proxy.

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Your rights to pursue claims against the depositary as a holder of ADSs are limited by the terms of the deposit agreement and the
deposit agreement may be amended or terminated without your consent.
Under the deposit agreement, any action or proceeding against or involving the depositary, arising out of or based upon the
deposit agreement or the transactions contemplated thereby or by virtue of owning the ADSs may only be instituted in a state or federal
court in New York, New York, and you, as a holder of our ADSs, will have irrevocably waived any objection which you may have to the
laying of venue of any such proceeding, and irrevocably submitted to the exclusive jurisdiction of such courts in any such action or
proceeding. However, the depositary may, in its sole discretion, require that any dispute or difference arising from the relationship
created by the deposit agreement be referred to and finally settled by an arbitration conducted under the terms described in the deposit
agreement. Also, we may amend or terminate the deposit agreement without your consent. If you continue to hold your ADSs after an
amendment to the deposit agreement, you agree to be bound by the deposit agreement as amended.
Your right to participate in any future rights offerings may be limited, which may cause dilution to your holdings.
We may from time to time distribute rights to our shareholders, including rights to acquire our securities. However, we cannot
make such rights available to you in the United States unless we register both the rights and the securities to which the rights relate under
the Securities Act or an exemption from the registration requirements is available. Under the deposit agreement, the depositary will not
make rights available to you unless both the rights and the underlying securities to be distributed to ADS holders are either registered
under the Securities Act or exempt from registration under the Securities Act. We are under no obligation to file a registration statement
with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective and we may not
be able to establish a necessary exemption from registration under the Securities Act. Accordingly, you may be unable to participate in
our rights offerings in the future and may experience dilution in your holdings.
You may not receive dividends or other distributions on our Class A ordinary shares and you may not receive any value for them, if it
is illegal or impractical to make them available to you.
The depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on
Class A ordinary shares or other deposited securities underlying our ADSs, after deducting its fees and expenses. You will receive these
distributions in proportion to the number of Class A ordinary shares your ADSs represent. However, the depositary is not responsible if it
decides that it is unlawful or impractical to make a distribution available to any holders of ADSs. For example, it would be unlawful to
make a distribution to a holder of ADSs if it consists of securities that require registration under the Securities Act but that are not
properly registered or distributed under an applicable exemption from registration. The depositary may also determine that it is not
feasible to distribute certain property through the mail. Additionally, the value of certain distributions may be less than the cost of
mailing them. In these cases, the depositary may determine not to distribute such property. We have no obligation to register under U.S.
securities laws any ADSs, Class A ordinary shares, rights or other securities received through such distributions. We also have no
obligation to take any other action to permit the distribution of ADSs, Class A ordinary shares, rights or anything else to holders of
ADSs. This means that you may not receive distributions we make on our Class A ordinary shares or any value for them if it is illegal or
impractical for us to make them available to you. These restrictions may cause a material decline in the value of our ADSs.
You may be subject to limitations on transfer of your ADSs.
Your ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or
from time to time when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to
deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or
the depositary deems it 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.

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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 insiders to file public reports of their stock ownership and trading activities and
liability for insiders who profit from trades made in a short period of time; and
●
the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
We are required to file an annual report on Form 20-F within four months of the end of each fiscal year and reports on Form 6-K
relating to certain material events promptly after we publicly announce these events. 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.
We may lose our foreign private issuer status in the future, which could result in significant additional cost and expense.
The determination of our status as a foreign private issuer is made annually on the last business day of our most recently
completed second fiscal quarter. If we were to lose our foreign private issuer status, the regulatory and compliance costs to us under U.S.
securities laws as a U.S. domestic issuer may be significantly higher. We may also be required to modify certain of our policies to
comply with corporate governance practices associated with U.S. domestic issuers, which would involve additional costs.
We have incurred increased costs as a result of being a public company, and our compliance costs may continue to increase in the
future.
We have incurred additional legal, accounting and other expenses as a public reporting company. For example, we are required
to comply with additional requirements of the rules and regulations of the SEC and requirements of the Nasdaq Global Market, including
applicable corporate governance practices. We expect that compliance with these requirements will increase our legal and financial
compliance costs and will make some activities more time-consuming and costly. We also expect that our management and other
personnel will need to divert attention from operational and other business matters to devote substantial time to these public company
requirements. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the
timing of such costs.
In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating
uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming.
These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result,
their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in
continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance
practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in
increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to
compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory
or governing bodies due to ambiguities related to their application and practice, regulatory authorities may also initiate legal proceedings
against us and our business may be adversely affected.

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We believe we were a passive foreign investment company, or PFIC, for United States federal income tax purposes for our prior
taxable year and there is significant risk that we will be a PFIC for our current taxable year and in future taxable years, which could
subject United States investors in our ADSs or ordinary shares to significant adverse U.S. federal income tax consequences.
A non-U.S. corporation will be a “passive foreign investment company,” or “PFIC,” if, in any particular taxable year, either (a)
75% or more of its gross income for such year consists of certain types of “passive” income or (b) 50% or more of the average quarterly
value of its assets (as determined on the basis of fair market value) during such year produce or are held for the production of passive
income (the “asset test”). For this purpose, cash generally is treated as a passive asset. Goodwill is treated as an active asset under the
PFIC rules to the extent attributable to activities that produce active income for these purposes. We will be treated as owning our
proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or
indirectly, 25% or more (by value) of the stock. Although the law in this regard is not entirely clear, we treat our consolidated variable
interest entity as being owned by us for U.S. federal income tax purposes because we control its management decisions and are entitled
to substantially all of the economic benefits associated with the entity.
Based on our financial statements, the manner in which we conduct our business, the trading price of our ADSs, the value and
nature of our assets and the sources and nature of our income, we believe we were a PFIC for our prior taxable year. Additionally, there is
a significant risk that we will be a PFIC for our current taxable year and in future taxable years. The determination of whether we are a
PFIC is made annually after the close of each taxable year. This determination is based on the facts and circumstances at that time, some
of which may be beyond our control, such as the amount and composition of our income and the valuation and composition of our assets,
including goodwill and other intangible assets, as implied by the market price of our ADSs and ordinary shares. In particular, because the
value of our assets for purposes of the asset test may be determined by reference to the market price of our ADSs, fluctuations in market
price of our ADSs and/or ordinary shares may cause us to be a PFIC in the current or subsequent taxable years. In addition, the
composition of our income and assets will also be affected by how, and how quickly, we use our liquid assets. As the PFIC tests must be
applied at the end of each year, and the composition of our income and assets and the value of its assets may change over time, there can
be no assurance that we will not be a PFIC for any year in which a U.S. Holder holds its stock.
If we are a PFIC in any taxable year, U.S. Holders (as defined in “Item 10. Additional Information—E. Taxation—United States
Federal Income Tax Considerations”) may incur significantly increased U.S. income tax on gain recognized on the sale or other
disposition of the ADSs or ordinary shares and on the receipt of distributions on the ADSs or ordinary shares to the extent such gain or
distribution is treated as an “excess distribution” under the U.S. federal income tax rules, and may be subject to burdensome reporting
requirements. Further, if we are a PFIC for any year during which a U.S. Holder holds our ADSs or ordinary shares, the U.S. Holder
generally will be required to continue to treat us as a PFIC for all succeeding years during which the U.S. Holder holds our ADSs or
ordinary shares, even if we no longer satisfy the tests described above, unless the U.S. Holder makes a special “purging” election on U.S.
Internal Revenue Service (“IRS”) Form 8621. For more information, see “Item 10. Additional Information—E. Taxation—United States
Federal Income Tax Considerations—Passive Foreign Investment Company Rules.” U.S. Holders are urged to consult their own tax
advisors regarding the U.S. federal income tax consequences of holding ordinary shares or ADSs in a PFIC.
ITEM 4.
INFORMATION ON THE COMPANY
A.
History and Development of the Company
We commenced our online marketing business in 2009. In February  2010, we restructured our holding structuring by
incorporating Optimix Media Asia Limited in the Cayman Islands as the holding company of Optimix HK to facilitate financing and
offshore listing. In March 2017, we changed our name from Optimix Media Asia Limited to iClick Interactive Asia Group Limited.
On December 21, 2017, our ADSs commenced trading on Nasdaq Global Market under the symbol “ICLK.”
On November 14, 2022, we changed the ratio of our ADSs representing the Class A ordinary shares from one (1) ADS
representing one-half (1/2) of one Class A ordinary share to one (1) ADS representing five (5) Class A ordinary shares.
On September 23, 2024, we disposed of our mainland China enterprise solutions business pursuant to the share purchase
agreement, dated as of July 19, 2024, by and among Tetris Media Limited, Optimix Media Asia Limited and BeihaiOne Limited at a
consideration of US$80,000 (the “Enterprise Solutions Disposal”).

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On November 27, 2024, we disposed of our demand side marketing solutions business in mainland China pursuant to the share
purchase agreement, dated as of September 11, 2024, by and among Digital Marketing Group Limited, Optimix Media Asia Limited and
SiAct Inc, at a consideration of RMB1 million or equivalents in US dollars (the “Marketing Solutions Disposal,” collectively with the
Enterprise Solutions Disposal, the “Disposals”).
On November 29, 2024, the Company entered into a definitive agreement and plan of merger (the “Merger Agreement”), with
Overlord Merger Sub Ltd. (“Merger Sub”), a directly wholly owned subsidiary of the Company, and Amber DWM Holding Limited
(“Amber DWM”), the holding entity of Amber Group’s institutional crypto financial services and solutions business, known as Amber
Premium (“Amber Premium”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Amber DWM, with Amber
DWM continuing as the surviving entity and becoming a wholly-owned subsidiary of the Company (the “Merger”), and the shareholders
of Amber DWM will exchange all of the issued and outstanding share capital of Amber DWM for a mixture of newly issued Class A and
Class B ordinary shares of the Company on the terms and conditions set forth therein in a transaction exempt from the registration
requirements under the Securities Act of 1933.
Pursuant to the DWM Merger Agreement, Amber DWM will, prior to the consummation of the Merger, execute certain
restructuring involving (i) the acquisition of 100% of the equity interest in WhaleFin Markets Limited from Amber Global Limited
(“AB”), and (ii) cause certain subsidiary of Amber DWM to assume all rights and obligations under certain contracts of WhaleFin
Technologies Limited (“WFTL” and such contracts, the “WFTL Assigned Contracts”) (together the “DWM Asset Restructuring”).
Pursuant to the Merger Agreement, certain local regulatory approvals shall have been obtained before the completion of the Merger.
Specifically, the Company’s acquisition of 100% of the equity interest in WhaleFin Markets Limited from AB is subject to acceptance of
the license application with the Securities Futures Commission in Hong Kong; the Company becoming a controller in Sparrow Tech
Private Limited is subject to the Monetary Authority of Singapore’s approval regarding the change of controller; and the assignment of
the WFTL Assigned Contracts is subject to Amber Premium FZE obtaining the Virtual Asset Service Provider license with the Virtual
Assets Regulatory Authority (the “VARA”) in Dubai.
To expedite the closing of the Merger, the parties have entered to an Amendment, Waiver and Framework Agreement (the
“Framework Agreement”) to amend and waive certain closing conditions to the Merger, including in relation to the DWM Asset
Restructuring and these regulatory approvals, and to provide for alternative arrangements that would afford the Company with
substantially the same economic benefits as the transactions contemplated under the Merger Agreement. Specifically, (i) pursuant to the
Framework Agreement, the parties have agreed to complete the DWM Asset Restructuring and cause Sparrow Tech Private Limited to
become an indirect subsidiary of the Company promptly upon the receipt of the relevant regulatory approvals, and (ii) pursuant to certain
intercompany services agreement entered into concurrently with the execution of the Framework Agreement, while the regulatory
approvals are pending, the Company will receive 100% of the consolidated basis net income generated by the WFTL Assigned Contracts
and 100% consolidated net income of Sparrow Tech Private Limited. The Company became a controller in Sparrow Tech Private Limited
as of April 25, 2025. and as of the date of this annual report, the DWM Asset Restructuring has not been completed as the requisite local
regulatory approvals have not been obtained.
The Merger was closed on March 12, 2025. In connection with the Merger, the Company changed its name from “iClick
Interactive Asia Group Limited” to “Amber International Holding Limited”. In addition, ADSs began trading under the new ticker
symbol “AMBR” on the Nasdaq effective on March 13, 2025.
Following the Disposals and Merger and as of the date of this annual report, we operate our supply side marketing solutions in
mainland China and no longer engage in any material operations in mainland China, and none of our directors and officers are residents
of China. In connection with the Disposals, we filed a special report with the Chinese Securities Regulatory Commission, or the CSRC,
explaining, with the support of a legal opinion of our special PRC counsel, Commerce & Finance Law Offices, that, after the Disposals,
we will no longer be subject to the filing requirements under the China Overseas Listing Filing Rules.
Our principal executive offices are located at 1 Wallich Street, #30-02 Guoco Tower, Singapore 078881. Our telephone number
at this address is +65 60220228. Our registered office in the Cayman Islands is located at Maples Corporate Services Limited at PO Box
309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our website is https://www.ambr.io/. The SEC also maintains an
internet site at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that
make electronic filings with the SEC.

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B.
Business Overview
(A) Disposed Business
During the reporting period, we provided marketing solutions and enterprise solutions in Asia. We offer a consumer full
lifecycle solution that addresses our clients’ needs from traffic acquisition, customer relations management and business decisions
optimization driven by data analytics in today’s smart retail era. We support enterprises on digital operations to drive customer retention
and loyalty and growing customer lifetime value with our intelligent data enterprise solutions.
In September 2024, we disposed of our enterprise solutions business in mainland China in accordance with the terms and
conditions of the share purchase agreement dated July 19, 2024. In November 2024, we also disposed of our demand side marketing
solutions business in mainland China in accordance with the terms and conditions of the share purchase agreement dated September 11,
2024. We refer to the disposals of enterprise solutions and demand side marketing solutions in mainland China as the Disposals, and the
disposed business as the Disposed Business. After such Disposals, we continue to operate our supply side marketing solutions in
mainland China, as well as marketing solutions and enterprise solutions business in Hong Kong and overseas. For more details of the
Disposals, see “—A. History and development of the Company.” For more details of the Disposed Business, see “Item 4. Information on
the Company—B. Business Overview” in our Form 20-F for the year ended December 31, 2023 (file No. 001-39111) filed with the
Securities and Exchange Commission on June 20, 2024.
(B) Current Business
I.
Institutional Crypto Financial Services and Solutions Business
On March 12, 2025, we closed the Merger with Amber DWM Holding Limited. For details of the Merger, see “—A. History
and development of the Company.” After the Merger and as of the date of this annual report, we primarily provide digital asset wealth
management services under the brand name Amber Premium.
Overview
Amber Premium is a leading digital asset wealth management platform strategically positioned within the rapidly expanding
digital asset market. Originally established in 2021 as Amber Group’s crypto private banking business, it formally commenced its
operations as an independent business unit in the second half of 2023. With its comprehensive suite of innovative, secure and client-
focused solutions, Amber Premium caters to the unique needs of institutional investors and high-net-worth individuals.
The digital asset market has experienced significant growth, with total market capitalization surging from approximately
US$829.26 billion as of December 31, 2022 to approximately US$3.56 trillion as of November 30, 2024, according to market data
published on CoinMarketCap. This growth is fueled by increasing institutional adoption of digital assets, the rapid development of DeFi
and the emergence of Web3 technologies. As traditional financial institutions, hedge funds, family offices and high-net-worth individuals
increasingly integrate digital assets into their portfolios, the demand for sophisticated wealth management solutions has intensified.
Amber Premium has positioned itself to address these market needs by merging blockchain expertise with financial acumen and Web3
innovation, serving both traditional investors entering the digital space and established participants in the cryptoeconomy.
Central to Amber Premium’s value proposition is its distinctive “1+N” premium service model, delivering tailored, integrated
wealth management solutions. Each client is supported by a dedicated relationship manager alongside a team of specialists, ensuring a
seamless and highly personalized experience. Our product offerings span the entire digital asset investment lifecycle, including fiat on/off
ramp services, OTC trading and execution services, standard earn and structured products, DeFi yield enhanced products and strategic
funds.
Our product offerings span the entire digital asset investment lifecycle, including fiat on/off ramp services, OTC trading and
execution services, standard earn and structured products, DeFi yield enhanced products and strategic funds. These offerings are
enhanced by innovative financial products co-developed with Amber Group, leveraging their extensive expertise in asset management
and blockchain infrastructure.

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We operate within a strict regulatory and compliance framework, adhering to applicable laws and regulations in key financial
hubs globally. It prioritizes security and transparency, employing advanced cybersecurity measures, robust risk management systems and
compliance with global regulations. This unwavering commitment ensures the secure custody of assets and adherence to legal
requirements.
On a pro forma basis, after giving effect to the DWM Asset Restructuring, as of June 30, 2024, Amber Premium had a total
client asset balance of approximately US$1 billion, serving over 2,000 active clients who had conducted at least one transaction on its
platform during the six months ended June 30, 2024. This represents a rapid 138% growth in total client asset balance, rising from
US$474 million as of June 30, 2023. These results highlight our ability to scale effectively in a rapidly growing industry while
maintaining a focus on security, transparency and client satisfaction. With its sound regulatory foundation, advanced technology and a
client-first approach, we are well positioned to lead the digital asset wealth management industry into its next phase of growth and
innovation.
Digital Asset Wealth Management Services
“1+N” Premium Service Model
Central to Amber Premium’s offering is the innovative “1+N” premium service model. This client-first approach pairs each
client with a dedicated relationship manager (the “1”) supported by a team of domain experts (the “N”), delivering tailored services
across the entire digital asset wealth management lifecycle.
The diagram below illustrates our “1+N” team services at each stage of client’s journey in digital asset wealth management:

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This model ensures that every client interaction is seamless, personalized and supported by industry-leading expertise,
encompassing:
●
Onboarding – A smooth and secure onboarding process led by relationship managers, supported by compliance and
operation teams. This ensures strict adherence to KYC protocols and global regulatory requirements;
●
Fiat On/Off Ramp Services – Expert management of fiat-to-digital currency conversions, overseen by operation teams to
ensure efficient and secure transactions with minimal friction;
●
Trading Desk Support – Around-the-clock access to a dedicated trading desk that provides tailored execution strategies and
portfolio optimization, essential for navigating volatile digital asset markets;
●
Wealth Planning and Advisory – Investment experts who craft bespoke wealth planning strategies, aligning with individual
client goals and utilizing sophisticated analytics for optimal portfolio performance;
●
Legal & Compliance Oversight – Legal and compliance teams that ensure all activities comply with global regulatory
frameworks, providing peace of mind and maintaining the highest standards of integrity throughout the client relationship;
●
Risk Management – A robust risk management framework, integrated into all stages of the client journey, which assesses
and mitigates operational, financial and market risks. This ensures that client assets are protected in a dynamic and
evolving market landscape;
●
Web3 Security – A Web3 security team that safeguards client data and assets, leveraging cutting-edge cybersecurity
infrastructure and proprietary tools and addressing emerging threats within the cryptoeconomy; and
●
Ongoing Engagement – Regular portfolio reviews and transparent reporting that build trust and enhance decision-making.
Relationship managers, supported by operation and investment teams, provide clients with detailed performance insights
and recommendations to meet their evolving objectives.
This integrated approach allows us to offer a high level of personalized service while ensuring that clients’ needs are met in an
efficient, secure and compliant manner.
Full Spectrum Product Offerings
We operate at the forefront of digital asset wealth management, providing a comprehensive suite of products catering to a wide
range of risk preferences and liquidity requirements. Our offerings cover the entire digital asset investment lifecycle, enabling seamless
access to digital asset markets, ongoing portfolio management and secondary market liquidity. Our core product offerings are as follows:
Frictionless Fiat On/Off Ramp Services
We provide industry-leading fiat on/off ramp services that offer clients a secure and efficient gateway into the digital assets
ecosystem. By partnering with trusted banking institutions worldwide, we ensure a secure and compliant environment for transferring
assets from fiat financial systems into the cryptoeconomy. These solutions operate efficiently, typically on a T+1 basis, with the
capability to achieve T+0 in certain scenarios, demonstrating the capacity to manage substantial market activity. We offer competitive
exchange rates designed to optimize client gains, typically charging a conversion fee based on transaction volume.
OTC Trading and Execution Services
We offer over-the-counter (“OTC”) trading solutions that provide both individual and institutional clients with seamless access
to global liquidity pools and personalized execution with no hidden fees. The 24/7 global desk supports both mainstream and long-tail
cryptocurrency trading. Our execution services employ automated strategies and advanced order execution methods, such as Volume
Weighted Average Price (“VWAP”) and Time Weighted Average Price (“TWAP”), ensuring efficient access to global market liquidity.
We charge a commission fee based on the total notional volume.

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Standard Earn/Structured Products
We provide a range of earn and structured products, tailored to varying investment needs:
●
Earn Products – Our earn products support a variety of currencies, including major cryptocurrencies like Bitcoin and
Ethereum, as well as stablecoins such as USDC and USDT. These offerings include both flexible and fixed options:
o
Flexible Earn Products – The flexible earn product allows clients to earn daily interest with
adaptable tenors and flexible withdrawals.
o
Fixed Earn Products – The fixed earn product supports up to ten currencies with customizable tenors
for stable interest income and can also be used as collateral for in-venue loans in mainstream
currencies.
●
Structured Products – For clients with more sophisticated investment needs, we offer dual cryptocurrency products
featuring structured option strategies, enabling investors to capitalize on market fluctuations with customizable strike prices
and flexible tenors.
All earn and structured products offered by us are managed by the Asset Management division of Amber Group, which acts as
the investment manager to ensure professional oversight and optimized returns. For its earn products, we currently earn a sales
commission based on the subscribed amount for distributing these products from Amber Group. For our structured products, we typically
share a portion of the investment gains clients earn on such products.
DeFi Yield Enhance Products
Our DeFi yield enhanced products are designed to capture substantial early-stage returns from decentralized finance and Web3
projects. Through our extensive network, clients gain access to a range of incentives and airdrops, supported by robust on-chain security
measures to protect their assets.
The DeFi yield product enhances returns through staking rewards and airdrops from leading projects, while we also offer DeFi
fund products that allow clients to earn from selected high-potential projects. Committed to collaborating with leading initiatives in the
DeFi space, our team meticulously evaluate each project and its associated smart contracts to maximize safety and potential returns. By
leveraging comprehensive analysis, clients can navigate the complex DeFi landscape and identify promising investment opportunities
aligned with their financial goals.
We typically share a portion of the investment gains clients earn on such products.
Strategic Funds
We offer a suite of regulated and audited funds designed to meet the diverse needs of clients, accommodating both risk-tolerant
and conservative investors, while ensuring transparency and security. Below is a summary of each fund’s unique approaches and targets:
●
Finomenon Fund – Managed by a licensed investment management company jointly founded by Amber Group and its
shareholders, the Finomenon Funds include:
o
Finomenon Fund (Carbon) – This fund employs a “Top 10 Currency Strategy,” focusing on
established mainstream currencies. Its goal is to achieve long-term gains through active
management, leveraging insights from traditional currency markets.
o
Finomenon Fund (Lithium) – Similar to the Carbon fund, this fund utilizes a “Growth Currency
Strategy.” It targets smaller, emerging currencies with significant growth potential in bull markets,
aiming to capture profits in high-volatility environments. This approach offers potentially substantial
returns for investors willing to embrace associated risks.

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●
Amber Eco Fund – The Amber Eco Fund is designed for investors interested in the primary market. It strategically invests
in fast-growing and high-potential projects, focusing on innovative technologies and providing exposure to cutting-edge
developments. Managed by Amber Labs, the investment arm of Amber Group and an affiliate of Amber Premium, the fund
seeks opportunities that align with emerging trends in the market.
We earn a sales commission based on the subscribed amount for distributing these products from the asset management
company and Amber Labs.
Other Services
In addition to our core offerings, we provide a suite of additional services designed to meet the diverse needs of our clients:
●
Collateralized Lending – our lending desk provides 24/7 access to reliable financing through collateralized loans in major
cryptocurrencies and stablecoins. Flexible terms and amounts are offered, along with automatic position replenishment to
mitigate liquidation risks, and quick funding at competitive rates.
●
Amber Visa Card – The Amber Visa Card is a virtual payment card that allows clients to utilize their digital assets for direct
transactions. It integrates with major payment platforms, including Apple Pay, Google Pay and PayPal.
Technology and Innovation
We leverage cutting-edge technology to stay at the forefront of the rapidly evolving digital asset space. We integrate the latest
advancements in blockchain technology with traditional financial services, creating a seamless and efficient platform for our clients.
Amber Premium’s commitment to technology and innovation ensures that clients have access to secure and user-friendly tools and
products that meet the demands of today’s digital economy.
We have achieved technological advancements in the following key areas:
●
Proprietary Platforms – We have developed proprietary digital platforms that enable clients to manage their portfolios
securely and efficiently. These platforms include mobile apps and web interfaces with real-time updates, market analytics
and secure transaction execution. Designed with a sleek and user-friendly interface, these platforms ensure accessibility
and ease of use for both institutional and high-net-worth individual clients.
●
Web3 Integration – As the Web3 ecosystem continues to grow, we integrate DeFi capabilities into its offerings, which
includes access to yield enhanced products, staking rewards and airdrops from leading Web3 projects. By staying ahead of
the curve in Web3 technology, we provide our clients with new, lucrative opportunities within the DeFi space.
●
Web3 Tools – we use state-of-the-art blockchain security measures, including advanced encryption, cold and hot wallet
storage solutions and multi-factor authentication. This robust infrastructure ensures the safety of client assets and personal
data, positioning us as a trusted player in the digital asset industry.
●
AI and Data Analytics – we utilize artificial intelligence and advanced data analytics to enhance our investment strategies
and risk management processes. By leveraging data, Amber Premium is able to predict market trends, optimize portfolio
management and improve decision-making processes for clients.
Our Clients and Client Support
As of June 30, 2024, Amber Premium served a community of over 2,000 active clients who had conducted at least one
transaction on its platform during the six months ended June 30, 2024, including institutional clients and high-net-worth individuals. Our
institutional clients comprise sophisticated players across the financial landscape, from established family offices and hedge funds to
forward-thinking venture capital firms and crypto-native institutions. Our individual client base consists of high-net-worth and ultra-
high-net-worth individuals who are shaping the future of digital asset investments.

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At the heart of our service model is deep client engagement, powered by dedicated relationship managers who understand each
client’s unique investment philosophy and objectives. These managers maintain regular strategic dialogue with clients, gathering insights
that not only enhance our service delivery but also inform its product development roadmap. The clients are more than just users — they
are partners whose strategic vision and investment approaches actively contribute to advancing the cryptoeconomy.
Licenses
We currently require license to operate our business in Singapore. Sparrow Tech Private Limited, our wholly-owned subsidiary,
holds a Major Payment Institution (MPI) License issued by the Monetary Authority of Singapore to provide Digital Payment Token
services in Singapore under the Payment Services Act.
Risk Management
We have developed a comprehensive risk management framework that prioritizes security, compliance and monitoring of the
digital assets we hold on behalf of our clients and for our operating purposes.
●
Comprehensive client on-boarding and ongoing monitoring – Our KYC program encompasses key components such as
client due diligence, risk assessments, enhanced reviews for high-risk clients and name screening against global sanctions
list. Following the client onboarding process, we monitor client profiles and transaction activities to detect and address
suspicious behaviors, ensuring compliance with regulatory requirements across our operating jurisdictions. We leverage a
combination of proprietary tools and external partnerships to analyze blockchain-based transactions in real-time while
overseeing deposits, withdrawals and trades within our ecosystem. This comprehensive setup enables us to swiftly respond
to emerging threats in the cryptoeconomy, develop tailored scenarios and typologies for specific transaction patterns, and
maintain the flexibility necessary to support new products and services effectively.
●
Cybersecurity and cryptography technology – We prioritize the security of client assets and data by employing best-in-class
cybersecurity measures. In collaboration with Amber Group, we have attained multiple globally recognized certifications
in cybersecurity and information security, including ISO 27001, demonstrating their robust approach to securing data and
mitigating cyber threats. Amber Group and we further align their practices with the National Institute of Standards and
Technology (“NIST”) Cybersecurity Framework, ensuring a structured and proactive approach to managing risks.
Complementing their cybersecurity focus, Amber Group and we have also achieved certifications in privacy protection,
such as ISO 27701 and ISO 29151, and conforms to the NIST Privacy Framework. These accomplishments, combined with
its Service Organization Control (“SOC”) 2 Type II compliance, exemplify our comprehensive capabilities in protecting
information and highlight our unwavering dedication to upholding the highest standards of security, privacy and regulatory
compliance. To further enhance asset security, Amber Group and we employ a Hardware Security Module solution to
manage a combination of cold (air-gapped) and hot wallets. This approach ensures the secure storage and protection of idle
crypto assets, providing robust security and peace of mind for clients. See “—Synergistic Collaborations with Amber
Group” for more details of the relationship and collaborations between us and Amber Group.
●
Advanced risk management framework – We have implemented a sophisticated, technology-driven risk management
system designed to effectively identify, assess and mitigate risks across our operations while ensuring full compliance with
applicable laws and regulations. Our risk and compliance teams collaborate closely, working together to review and
address credit, operational, compliance and enterprise risks. Guidelines and measures are continuously updated to reflect
evolving regulatory requirements and industry best practices. For example, we have clear and efficient mechanisms of
managing various types of risks, and has established related policies to standardize the processes to identify, evaluate,
report and mitigate potential risks. The risk team holds regular meetings to evaluate current risk management status and
develop mitigation plans for potential risks. To enhance internal controls and operational integrity, we conduct annual
internal audits in partnership with reputable third-party auditors. These audits cover daily operations, financial and
accounting practices and overall business management, ensuring the organization’s processes remain effective and resilient.
Additionally, we have established various specialized internal committees, each dedicated to critical aspects of the
organization’s functions. This structure ensures strategic alignment, informed decision-making and effective oversight
across all areas of our business.

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Synergistic Collaborations with Amber Group
Amber Premium commenced its operations in 2021 as the crypto private banking business of Amber Group, and transitioned to
operate independently in the second half of 2023. Amber Group, a shareholder of the Company, is a leading digital financial services
provider that offers a diverse range of complementary businesses, including digital asset management business, digital asset advisory,
liquidity, investment & research business and digital asset infrastructure business.
We believe collaboration with Amber Group brings significant strategic value to us, and vice versa. We cooperate with various
segments within Amber Group across a number of areas. For instance, the Asset Management division of Amber Group offers an array
of earn, structured and fund products, helping our clients optimize their digital asset investments. We and the Asset Management division
also jointly develop financial products, such as derivatives or specialty funds, tailored to the unique needs of these clients. Meanwhile,
the Advisory, Liquidity, Investment & Research segment, or externally known as Amber Labs, identifies early-stage digital asset
companies, presenting investment opportunities to our clients. It also supports the token design and fundraising activity for these clients.
The Infrastructure segment via RigSec, an advanced self-custody technology solution, at Amber Group provides us with secure hot and
cold wallet infrastructure, ensuring the safe custody of client assets.
We believe we enjoy the following synergies from our mutually beneficial cooperation with Amber Group:
●
Unified Branding and Market Positioning – We benefit from Amber Group’s strong brand recognition and industry
expertise. The association with Amber Group allows us to leverage our established market position and win the trust of a
larger pool of potential clients.
●
Shared Infrastructure and Resources – We tap into Amber Group’s advanced technological infrastructure, including its
blockchain solutions and digital asset custody services. This shared infrastructure ensures that our clients benefit from
robust, secure and scalable platforms.
●
Cross-selling and Referral Opportunities – As part of the Amber Group ecosystem, we have the opportunity to cross-sell
its services to Amber Group’s existing clients, while also attracting new clients through Amber Group’s extensive network
in the digital asset and traditional financial sectors.
●
Collaborative Product Development – We and Amber Group collaborate on the development of innovative products, such
as structured investment strategies and DeFi yield enhanced products. This collaboration enables us to stay ahead of market
trends and provide our clients with cutting-edge investment opportunities.
Our Marketing and Branding
We have developed a strong brand presence in the digital asset wealth management space, driven by a client-centric approach
and high-quality service delivery. Our marketing efforts are focusing on building trust, fostering long-term relationships and positioning
itself as the go-to provider of digital asset wealth management services. We adopt the following key marketing and branding strategies:
●
Referral-based Growth – we have grown our client base primarily through referrals from satisfied clients. By focusing on
delivering quality services and personalized solutions, we have established a reputation for excellence, leading to organic
growth.
●
Targeted Events and Sponsorships – we sponsor and organize exclusive events, seminars and webinars targeted at high-net-
worth individuals, institutions and family offices interested in digital assets. These events foster thought leadership and
position us as a trusted partner in the digital asset wealth management industry.
●
Cross-marketing with Amber Group – we engage in cross-marketing initiatives with Amber Group, its shareholder and
strategic partner, allowing both entities to promote their products and services and facilitate client referrals. Through joint
campaigns, both Amber Group and us reach a broader audience of potential clients across digital asset and traditional
finance sectors.

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●
Educational Content and Thought Leadership – we invest in educating its clients through content marketing, offering
insights on digital asset trends, investment strategies and Web3 technologies. This positions we as a knowledgeable leader
in the space, helping to attract informed investors.
II.
Legacy Marketing and Enterprise Solutions
To a lesser extent, we continue to operate legacy marketing solutions and enterprise solutions business in Asia after the
Disposals.
Through our suite of end-to-end solutions, enabled and supported by our extensive data set, sophisticated data analytics
capabilities and cutting-edge technologies, we deliver highly integrated customer experience and address clients’ needs to:
●
identify their potential customers;
●
engage and activate potential customers;
●
monitor and measure the results of online marketing campaigns;
●
create content catering to their potential customers;
●
build and operate personalized storefronts on social media platforms;
●
develop SaaS-based tools;
●
provide operational services and support;
●
utilize data analytics to advise business decisions; and
●
marketing automation
Enterprise Solutions
Leveraging our data analytics expertise and experience in online marketing, we have launched our enterprise solutions in
May 2018 to help clients collect information from different consumer touchpoints, and integrate them into a single data management
platform to drive sales and marketing decisions. We also further enrich and diversify our enterprise solution offering through self-
developed software and provide operational services for digitalization on other third-party platforms, resulted in our “SaaS+X” model.
The “SaaS+X” component in our enterprise solutions include data analytics SaaS tools and services, smart retail tools and services, etc..
Marketing Solutions
Our marketing solutions serve as an integrated cross-channel gateway that provides marketers with innovative and cost-effective
ways to optimize their online marketing efforts throughout their marketing cycle and achieve their branding and performance-based
marketing goals. Our integrated data driven marketing solutions help marketers engage and activate potential customers, as well as
monitor and measure the results of marketing campaigns. Our marketing solutions appeal to marketers by offering omni-channel reach to
our audience. We provide our clients with one-stop access to a wide variety of cross-channel content distribution opportunities, including
those from leading online publishers. We work closely with our content distribution partners to facilitate innovative and effective
audience engagement.

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Our Data and Data Analytics Capabilities and Technologies
Our Data Assets
Our data assets are the backbone of our solutions and data analytics capabilities. We collect data from a variety of channels,
including through our proprietary tracking tools, from our marketers, publishers and ad exchanges when managing marketing campaigns,
and to a lesser extent, from third-party strategic partners. We track data with our proprietary toolbars and software development kits
installed on apps and websites. The data that we have tracked are complemented by, and blended with, marketing campaign performance
data from marketers, publishers and ad exchanges. To a lesser extent, we collect data from selected third-party data partners, including
major internet companies and financial institutions, through our data collaboration arrangement with them. Our data assets primarily
include users’ intent, interest, online transactional, social data and demographic data, as well as campaign performance data.
We “pre-package” our user profiles into audience groups that can be utilized by specific industry verticals for precise targeting.
Data involving our user profiles and audience groups are continuously fed into our content distribution opportunity matching process,
enabling marketers to make cost-efficient decisions on real-time audience engagement opportunities and continuously optimize these
decisions to access and activate their target audience through different channels.
Our Data Analytics Capabilities and Technologies
We apply data science technologies extensively throughout the online marketing cycle to support audience tracking, profiling
and segmentation and to execute cost-efficient decisions on real-time audience engagement. We also launched a strategic growth
initiative on enterprise solutions, leveraging our data analytics expertise and experience in online marketing. Our proprietary data
analytics capabilities and technologies include deep learning and artificial intelligence, contextual analysis engine parses and natural
language processing algorithms.
Predictive Analytics
●
User profiling engine  — Combining the data collected through, and processed by, our contextual analysis engine and
audience tracking engine, our user profiling engine infers the user’s interest, demographic, intent and other features through
multi-dimensional data drill down and dynamic correlation analysis. In addition, we employ various models and algorithms
on user profiles to expand and provide more breadth and depth on each user profile.
●
Profile Segmentation Algorithms — We use various algorithms to organize user profiles, which are generated and updated
dynamically in real time, responding to real time changes in user interests and needs. This allows for accurate and detailed
segmentation of user interests through multiple dimensions, e.g. by user interest keywords and user interest categories.
Real-Time Matching Technologies
●
Real-time user engagement algorithms — Our real time user engagement algorithms execute marketing decisions based on
a wide range of parameters, including predictions on click-through rate and conversion rate, inventory price, inventory
safety and inventory segment, and consider audience compatibility, demographics, and frequency capping or other
budgeting restrictions among other parameters, to compute the most cost-efficient decisions on real-time audience
engagement opportunities.
●
Online continuous real-time bid optimization algorithms — Our online continuous real-time bid optimization algorithms
consider a wide range of parameters, including purchasing efficiency, predicted conversion rate, return on media value,
budget allocation efficiency, inventory safety, and what marketers are willing to pay to dynamically optimize our bidding
and pricing strategies.

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Our Content Distribution Channels and Social Medial Platform Partners
We generally enter into annual framework agreements with content distribution channel partners, which set out each party’s
rights and responsibilities with respect to the relevant content distribution opportunities. For example, we are generally required to
examine advertising content to ensure its compliance with applicable laws and content distribution channel partners’ policies. We are
also generally required to prepay media cost, which is based on pricing models determined by content distribution partners and
calculated based on content distribution partners’ tracking. In addition, these agreements generally provide for certain rebates or
incentives, generally calculated as a percentage of marketing spend, that we are entitled to should the marketing spend during the terms
exceed specified thresholds.
Our Clients
We sell our solutions primarily by entering into sales contracts with marketers, marketing agencies or other merchants. We enter
into marketing campaign contracts with marketers and marketing agencies for our marketing solutions and service contracts with
merchants, many of whom are also our marketers for our enterprise solutions. We treat entities which enter into sales contracts with us
and incur spending during the relevant period as our clients. Therefore, we count specific sub-brands or divisions within the same brand
or holding company as distinct clients so long as we have signed campaign contracts with different entities. For our marketing solutions,
our clients include both marketers who have direct contractual relationships with us, or direct marketer clients, and marketing agency
clients. Our “end marketers,” or “marketers” comprise marketers we serve, either directly or through marketing agencies, regardless of
whether they have direct contractual relationship with us.
Our marketers span a diverse array of industry segments. They also feature companies of different sizes. In 2022 and 2023, we
did not derive over 10% of our net revenues from a marketer. In 2024, we derived 10% of our net revenues from a marketer in the
personal care and beauty.
III.
Intellectual Property
As of the date of this annual report, we do not have intellectual property rights that are material to our business.
IV.
Competition
With respect to our digital asset wealth management business, we operate in a highly innovative and rapidly evolving industry,
where competition is expected to further intensify in the future as existing players enhance their offerings and new entrants emerge. We
face significant competition globally from a variety of market participants ranging from crypto-native firms to large traditional financial
services providers and financial technology companies. Specifically, we face competition from the following sources: (i) traditional
financial technology and brokerage firms that have entered the digital asset wealth management market in recent years and offer
overlapping features tailored to similar client segments; (ii) companies focused on the digital asset market, some of whom are potentially
able to more quickly adapt to market trends, support a broader range of digital assets, and develop new digital asset-based products and
services due to a different standard of regulatory scrutiny and different internal compliance standards; and (iii) crypto-focused companies
and traditional financial incumbents that offer point or siloed solutions.
We position ourselves as a comprehensive digital asset wealth management service provider across a number of platforms and
products in the digital asset wealth management industry and distinguish ourselves by targeting high-net-worth individuals and
institutional clients and offering integrated and customized services to cater to their intricate digital asset wealth management needs. In
addition, we have established a unique position in the market by successfully securing a series of regulatory approvals in key financial
hubs around the world. See “—Licenses” and “—Regulaiton.” Our ability to quickly and continuously innovate to provide products and
services to its clients that are native to the cryptoeconomy, and launch additional products and services further separates ourselves from
our competition. See “Risk Factors—Risks Related to Our Business—We may not be able to compete effectively, which could materially
and adversely affect its business, financial condition, results of operations and prospects, as well as its reputation and brands” for a more
comprehensive description of risks related to competition.

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In addition, the online marketing technology market is highly competitive, fragmented and rapidly changing. We mainly
compete with independent online marketing technology companies that offer marketing solutions through demand side platform and use
advanced technologies to optimize marketing campaigns for marketers. We compete for online marketing revenue based on many
factors, including our ability to deliver return on marketing expenditure at scale, client trust, geographic reach, breadth and depth of
relationships with publishers, ad exchanges, ad networks and other participants in the online marketing ecosystem, comprehensiveness of
solutions and service offerings, pricing structure and competitiveness, cross-channel capabilities, accessibility and user-friendliness of
solutions and brand awareness. We compete for content distribution opportunities based on our ability to maximize the value of content
distribution opportunities for content distribution channels partners, provide them with a wide array of solutions covering various types
of content distribution opportunities and our ability to increase fill rates. We also face competitive pressure from large and well-
established internet companies and marketing agencies. With respect to our SaaS-based enterprise solutions, our competitors include
local cloud-based commerce and marketing service providers in jurisdictions where we offer our enterprise solutions. We may also face
competition from international SaaS companies,
V.
Regulation
This section sets forth a summary of the most significant regulations or requirements that affect our business activities in the
jurisdictions where we primarily operate or our shareholders’ right to receive dividends and other distributions from us.
Singapore
The Payment Services Act 2019 of Singapore (“PS Act”) is the principal legislation that regulates one of our subsidiaries,
Sparrow Tech Private Limited’s activities, as Sparrow Tech Private Limited is licensed as a major payment institution under the PS Act.
The PS Act is read with the Payment Services Regulations 2019 (“PSR”), the main subsidiary legislation that effects the objectives of the
PS Act.
Harry Elias Partnership LLP, our counsel as to Singapore law, has advised us that the PS Act and PSR regulate the licensing and
ongoing conduct of business requirements for our subsidiary, Sparrow Tech Private Limited, in areas such as, among others, (1) financial
and operational requirements, (2) conduct of business, (3) notifying and/or obtaining approval from the Monetary Authority of Singapore
(“MAS”) upon the occurrence of certain prescribed events, (4) prohibitions from carrying on certain businesses, and (5) safeguarding of
customer assets.
Sparrow Tech Private Limited is also subject to:
●
the MAS’ supervisory powers under the PS Act, for example, in relation to (1) inspections and investigations, (2)
emergency powers, and (3) assistance to foreign regulatory authorities; and
●
various regulatory instruments issued under the PS Act, in the form of notices, guidelines, circulars, codes, policy
statements, practice notes and no-action letters. These regulatory instruments set out the requirements and the expectations
of MAS around key areas such as (1) prevention of money laundering and countering the financing of terrorism (2)
reporting of suspicious activities and incidents of fraud, (3) periodic submission of regulatory returns, (3) conduct, (4)
disclosure and communications, (5) risk management and cyber hygiene and (6) consumer protection safeguards;
●
the Financial Services and Markets Act 2022 of Singapore (“FSM Act”), an omnibus legislation for the financial sector,
and its subsidiary legislations. While Sparrow Tech Private Limited is not subject to the licensing regime under the FSM
Act by virtue of section 137(5) of the FSM Act as Sparrow Tech Private Limited is already licensed under the PS Act, there
are various powers under the FSM Act that can be exercised by the MAS, which would apply to Sparrow Tech Private
Limited. There are also various notices and guidelines issued pursuant to the FSM Act, for example, around (1) technology
risk management, and (2) cyber hygiene, which would also apply to Sparrow Tech Private Limited;
●
other regulatory instruments issued by the MAS, which apply across different classes of financial institutions, for example,
around (1) risk management, (2) individual accountability and conduct, and (3) delivering fair dealing outcomes to
customers;

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●
anti-money laundering and countering the finance of terrorism laws such as the Corruption, Drug Trafficking and Other
Serious Crimes (Confiscation of Benefits) Act 1992 of Singapore and Terrorism (Suppression of Financing) Act 2002 of
Singapore; and
●
sanctions rules and regulations under Singapore law.
Dubai
One of our subsidiaries, Amber Premium FZE, is required to comply with the following regulations:
●
The Virtual Assets and Related Activities Regulations 2023, as amended; and
●
The Regulations on the Marketing of Virtual Assets and Related Activities 2024.
Additionally, Amber Premium FZE must adhere to the rulebooks of the Virtual Assets Regulatory Authority (“VARA”) of
Dubai, including:
●
the company rulebook;
●
the compliance and risk management rulebook;
●
the technology and information rulebook;
●
the market conduct rulebook;
●
the lending and borrowing services rulebook;
●
the broker-dealer services rulebook; and
●
the virtual asset management and investment services rulebook;
as well as any regulatory guidance issued by VARA from time to time.
These regulations and rulebooks cover matters such as, but not limited to, anti-money laundering compliance, conduct of
business requirements, mandatory personnel requirements, reporting requirements to VARA, financial returns and capital requirements,
ongoing notification requirements, risk management compliance, consumer protection measures, safeguarding customer assets and
financial and operational requirements.
Hong Kong
Taylor Wessing, our counsel as to Hong Kong law, has advised us that WhaleFin Markets Limited is required to comply with the
vast majority of the regulatory requirements attached to a license to operate a virtual asset trading platform (the “AMLO License”) under
the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615 of the Laws of Hong Kong) (the “AMLO”). Such
requirements are set out in the AMLO and the SFC’s Guidelines for Virtual Asset Trading Platform Operators (“VATP Guidelines”),
some of which are highlighted below:
●
Conduct of business requirements – The VATP Guidelines set out customary financial services regulatory conduct of
business principles which WhaleFin Markets Limited must comply with when providing a “VA Service” (as defined under
Schedule 3B of the AMLO) in Hong Kong. Such principles are cast in broad terms to include, among other things, the
requirement to:
a.
act honestly, fairly, with due skill care and diligence, and in the best interest of clients and the market;

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b.
avoid conflicts of interest and ensure that clients are fairly treated;
c.
assess the risk tolerance level and risk profile of clients before providing services; and
d.
properly account for and adequately safeguard client assets.
●
Custody of client assets requirements – WhaleFin Markets Limited is required to appoint a wholly owned Hong Kong-
incorporated subsidiary who is licensed as a so-called “Trust or Company Service Provider” under the AMLO to hold and
safeguard its client assets on its behalf (“Associated Entity”). WhaleFin Markets Limited’s Associated Entity is Amber
Custodian Services Limited (License No. TC007861).
●
Personnel requirements – WhaleFin Markets Limited must ensure that its senior management are fit and proper and are
sufficiently involved on a day-to-day basis in order to have adequate management oversight of WhaleFin Markets
Limited’s business. WhaleFin Markets Limited is also required to appoint an eligible auditor to perform the auditing
function in relation to its “VA Service” business.
●
Financial returns and capital requirements – The AMLO and the VATP Guidelines contain granular requirements in
relation to the minimum paid-up share capital and liquid capital that must be maintained by WhaleFin Markets Limited.
WhaleFin Markets Limited also has to comply with requirements relating to regular financial returns and reporting to the
SFC.
●
Ongoing notification requirements – WhaleFin Markets Limited is required to keep the SFC abreast of developments in
relation to, amongst other things, its key personnel and business. As such, the AMLO and the VATP Guidelines include
detailed requirements relating to the triggers and timings for pre- and/or post-event regulatory notifications that have to be
provided to the SFC.
Upon WhaleFin Markets Limited being granted its AMLO License and a license to carry on the Type 1 (dealing in securities)
and the Type 7 (providing automated trading services) regulated activities under the Securities and Futures Ordinance (Cap. 571 of the
Laws of Hong Kong), its regulatory obligations will not change materially save for the fact that WhaleFin Markets Limited will also
have to comply with the requirements set out in the VATP Guidelines when providing “VA Services” in relation to security tokens.

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C.
Organizational Structure
The following diagram illustrates our organizational structure, including all of our significant subsidiaries:
Before the Disposals

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After the Disposals
The nominee shareholders of OptAim Network are Mr. Jian Tang and Mr. Shaoqiang Shi, who are our former Chairman of the
board and Finance Director in PRC.

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As of the Date of the Annual Report (Reflecting the Completion of the Merger)

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80
D.
Property, Plant and Equipment
Our headquarters and principal executive office are located in Singapore.
We lease all of our facilities and do not own any real property. As of the date of this annual report, we leased office facilities
globally, totaling approximately 3,000 square meters, including 100 square meters for its corporate headquarters in Singapore and 2,000
square meters for its office in Hong Kong and 900 square meters in China. These office spaces are leased from independent third parties,
and we plan to renew the leases from time to time as needed.
We believe that our existing facilities are sufficient to meet our current operational needs, and we will secure additional
facilities, primarily through leasing arrangements, to support our future growth and expansion. If we require additional space, we expect
to be able to obtain additional facilities on commercially reasonable terms.
ITEM 4A.
UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
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 annual report on Form 20-F. This discussion may
contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ
materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under
“Item 3. Key Information—D. Risk Factors” or in other parts of this annual report on Form 20-F.
ITEM 5A.
OPERATING RESULTS
In September 2024, we disposed of our mainland China enterprise solutions business pursuant to the share purchase agreement,
dated as of July 19, 2024, by and among Tetris Media Limited, Optimix Media Asia Limited and BeihaiOne Limited at a consideration of
US$80,000 (the “Enterprise Solutions Disposal”).
In November 2024, we disposed of our demand side marketing solutions business in mainland China pursuant to the share
purchase agreement, dated as of September 11, 2024, by and among Digital Marketing Group Limited, Optimix Media Asia Limited and
SiAct Inc, at a consideration of RMB1 million or equivalents in US dollars (the “Marketing Solutions Disposal,” collectively with the
Enterprise Solutions Disposal, the “Disposals”).
After the Disposals, we continued to operate our supply side marketing solutions in mainland China, as well as marketing
solutions and enterprise solutions business in Hong Kong and overseas.
The Disposed Businesses were deconsolidated from the Group upon their respective Disposals and the results of the Disposed
Businesses are reflected in the Group’s consolidated financial statements included in this annual report as discontinued operations
accordingly. For additional information, see Note 5 – “Discontinued Operations” to our consolidated financial statements included
elsewhere in this annual report. Historical financial results are adjusted for comparative purposes.
On March 12, 2025, we completed the merger with Amber DWM Holding Limited (“Amber DWM”), the institutional crypto
financial services and solutions business of Amber Group. The transaction was carried out via a merger between Amber DWM and
Overlord Merger Sub Ltd., a wholly owned subsidiary of the Company. As part of this transaction, Amber DWM became a wholly
owned subsidiary of the Company. The merger followed the signing of a definitive agreement on November 29, 2024, which was
subsequently amended through a waiver and framework agreement dated March 12, 2025.
The consolidated financial results in this annual report do not include the performance of Amber DWM, which merged with the
Company post year ended December 31, 2024.

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Key Factors Affecting Our Results of Operations
We believe the key factors affecting our financial condition and results of operations include the following:
With respect to our institutional crypto financial services and solutions business under the brand name “Amber Premium”:
Market demand for digital asset management products
The market demand for digital asset management products is significantly influenced by a variety of factors related to market
conditions and overall sentiment towards digital assets. Positive or negative developments within the cryptoeconomy—such as
regulatory changes, technological advancements, or notable actions by major companies—can rapidly alter perceptions and adoption
rates. For instance, if leading firms successfully implement fiat on/off ramp services or enhance OTC trading and execution capabilities,
this could bolster confidence in digital assets as viable mediums of exchange or stores of value. Conversely, negative publicity or events,
such as security breaches or regulatory crackdowns, can lead to decreased user and investor confidence, stifling demand for these
products. Additionally, unpredictable social media trends and market speculation may sway consumer preferences, impacting which
digital assets are perceived as valuable.
Moreover, the ability of digital assets to meet user demands and provide tangible utility is crucial. As consumers seek products
that integrate seamlessly into their financial lives, the functionality of digital assets and their ecosystems becomes paramount. A
downturn in the global economy can further exacerbate these trends, reducing customers’ purchasing power and willingness to invest in
digital asset management solutions. This interplay of market sentiment, functionality, regulatory landscape, and economic conditions
creates a complex environment for demand, necessitating agility and innovation in responding to shifting consumer needs and
perceptions in the cryptoeconomy.
Price of digital assets and transaction volume
We earn conversion fee when clients transfer or withdraw funds and/or digital assets from its platform, and perform conversion
between fiat currencies and digital assets. We also earn finance income mainly from premiums earned on structured products as well as
interests earned from digital asset lending arrangements. Depending on product types, we either charge a flat fee or a percentage of the
value of each transaction. Therefore, our operating results are dependent on the prices of digital assets, volume of transactions, or market
liquidity for digital assets.
Effectiveness of our innovative “1+N” premium servicing model and client support and servicing capabilities
Central to Amber Premium’s offering is the innovative “1+N” premium service model. This client-first approach pairs each
client with a dedicated relationship manager (the “1”) supported by a team of domain experts (the “N”), delivering tailored services
across the entire digital asset wealth management lifecycle, including fiat on/off ramp services, OTC trading and execution services,
standard earn/structured products, deFi yield enhance products and strategic funds. The effectiveness of the “1+N” model may be
challenged during periods of market volatility, where rapid decisions and responses are crucial, potentially impacting the quality of client
engagement and service delivery. In addition, this model requires seamless collaboration between the relationship manager and experts.
The complexity of coordinating efforts may lead to operational inefficiencies. In addition, our ability to cross-sell our products (e.g.,
transitioning clients from OTC trading to structured products) could materially affect our results of operations.
Ability to competitively price our products and services
Our operating results depend on our ability to competitively price our products and services. Similar to other financial products,
as the industry matures we anticipate fee pressure to emerge over time. Our strategy is to maintain our position as a trusted brand while
developing new products and services to enhance our customer value proposition and offset the effects of any future fee pressure.
Maintaining and growing client trust in our brand is critical. If we are unable to capture value through the development of new and
existing products and services or if fee pressure emerges more rapidly than we anticipate, our operating results and financial condition
may be adversely affected.
Regulatory environment

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The regulatory environment for digital assets is complex and evolving, presenting both challenges and opportunities that could
affect our financial performance. We may experience fluctuations in our operating results due to changes in the law and regulations that
affect our business, potentially influencing our ability to onboard customers, and offer our products and services across various
jurisdictions.
In addition, our financial prospects and growth depend significantly on our ability to continue to operate in compliance with
these regulations. Our products and services are designed with features that ensure adherence to laws.  We maintain operations and hold
licenses in multiple  jurisdictions, each subject to its own legal framework. We expect to continue to invest significant resources to
comply with these regulatory requirements and ensure compliance.
With respect to our legacy marketing and enterprise solution businesses:
●
Our ability to expand lower-risk, higher-margin business within marketing solutions and enterprise solutions segments;
●
Our ability to implement “SaaS+X” model;
●
Our ability to raise funds from financing activities to support business;
●
Our revenue models;
●
Our ability to optimize client base and increase client spending;
●
Our ability to enlarge audience data set, strengthen data analytics capabilities and innovate technologies; and
●
Seasonality.
Results of Operations
The following table sets forth a summary of our consolidated results of operations for the periods indicated. This information
should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. The
operating results in any period are not necessarily indicative of the results that may be expected for any future period and the period-to-
period comparisons discussed below may not be meaningful and are not indicative of our future trends.
The Disposed Businesses were deconsolidated from the Group upon their respective Disposals and the results of the Disposed
Businesses are reflected in the Group’s consolidated financial statements included in this annual report as discontinued operations
accordingly.

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On March 12, 2025, we closed the merger with Amber DWM Holding Limited, a leading provider of institutional crypto
financial services and solutions operating under the brand name “Amber Premium”. The financial results of the reporting periods in this
annual report on Form 20-F does not include the results of Amber DWM Holding Limited.
Year Ended December 31,
2022
2023
2024
(US$ in
(% of net
(US$ in
(% of net
(US$ in
(% of net
     thousands)     revenues)    thousands)    revenues)    thousands)    revenues)
Net revenues
 46,571
 100.0
 36,051
 100.0
 32,806
 100.0
Cost of revenues
 
 (22,605)
 (48.5)
 (16,970)
 (47.1)
 (16,059)
 (49.0)
Gross profit
 
 23,966
 51.5
 19,081
 52.9
 16,747
 51.0
Operating expenses
 
Research and development expenses
 
 (1,810)
 (3.9)
 (923)
 (2.6)
 (878)
 (2.7)
Sales and marketing expenses
 
 (18,588)
 (39.9)
 (17,280)
 (47.9)
 (7,118)
 (21.7)
General and administrative expenses
 
 (16,180)
 (34.7)
 (10,838)
 (30.1)
 (26,058)
 (79.4)
Impairment of long-lived assets
 (1,844)
 (4.0)
 (1,684)
 (4.7)
 (53)
 (0.2)
Impairment of goodwill
 (9,834)
 (21.1)
 —
 —
—
—
Total operating expenses
 
 (48,256)
 (103.6)
 (30,725)
 (85.2)
 (34,107)
 (104.0)
Operating loss
 
 (24,290)
 (52.2)
 (11,644)
 (32.3)
 (17,360)
 (52.9)
Interest income
 
 711
 1.5
 1,162
 3.2
 1,083
 3.3
Interest expense
 
 (61)
 (0.1)
 (193)
 (0.5)
 (511)
 (1.6)
Other losses, net
 
 (18,417)
 (39.5)
 (2,299)
 (6.4)
 (7,210)
 (22.0)
Loss before share of loss from an equity investee and income tax
expense
 (42,057)
 (90.3)
 (12,974)
 (36.0)
 (23,998)
 (73.2)
Share of loss from an equity investee
 
 (75)
 (0.2)
 (61)
 (0.2)
 (76)
 (0.2)
Income tax (expense)/credit
 
 (1,560)
 (3.3)
 (648)
 (1.8)
 68
 0.2
Net loss from continuing operations
 
 (43,692)
 (93.8)
 (13,683)
 (38.0)
 (24,006)
 (73.2)
Net loss attributable to non-controlling interests
 
 1
 0.0
 103
 0.3
 71
 0.2
Net loss attributable to the Company’s ordinary shareholders
 (43,691)
 (93.8)
 (13,580)
 (37.7)
 (23,935)
 (73.0)
Discontinued operations
Loss from operations of discontinued operations
 (171,856)
 (369.0)
 (25,188)
 (69.9)
 (7,666)
 (23.4)
Income tax credit/(expense)
 12,742
 27.4
 1
 0.0
 (23)
 (0.1)
Gain on disposal of discontinued operations
—
—
—
—
 2,585
 7.9
Net loss from discontinued operations
 (159,114)
 (341.7)
 (25,187)
 (69.9)
 (5,104)
 (15.6)
Net loss attributable to non-controlling interests
 1,930
 4.1
 77
 0.2
 32
 0.1
Net loss from discontinued operations attributable to the Company’s
ordinary shareholders
   (157,184)
 (337.5)
 (25,110)
 (69.7)
 (5,072)
 (15.5)
Net loss
   (202,806)
 (435.5)
 (38,870)
 (107.8)
 (29,110)
 (88.7)
Key Components of Results of Continuing Operations
Net Revenues
We generate revenue primarily from clients’ marketing spend through our platform as they utilize our solutions in cost-plus and
specified action marketing campaigns, and to a lesser extent from incentives granted by the publishers under our sales agency
arrangement. We derive revenue primarily from four sources and report them on either the net or gross basis. For our marketing
solutions, we derive revenue from (i) incentives earned from the website publishers, for which we act as a sales agent for their content
distribution opportunities, or the sales agency arrangement, which is reported on a net basis, (ii) performing cost-plus marketing
campaigns, which is reported on a net basis, (iii) performing specified actions marketing campaigns (i.e., a CPM and CPC basis), which
is reported on a gross basis. For our enterprise solutions, we derive revenue from the offering of SaaS products and services, which is
reported on a gross basis and a net basis.

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We record incentives from the publishers under the sales agency arrangement as net revenues. We consider the publishers to be
our customers under the sales agency arrangement. The amount of such incentives is determined based on a variety of factors, including
yearly market spending at the publishers’ platforms. Under our sales agency arrangement, we do not receive any rebate from the
publishers. Net revenues from our sales agency arrangement, which equal the incentives received from the publishers under the sales
agency arrangement were US$2.6 million, US$1.8 million and US$1.2 million, in 2022, 2023 and 2024, respectively.
We record service fees, net of media costs and rebates and discounts to clients for cost-plus marketing campaigns, as net
revenues. We consider these clients to be our customers for cost-plus marketing campaigns. Service fees are generally calculated as a
percentage of media cost. Such percentage is negotiated on a client-by-client, and campaign-by-campaign basis. Rebates received from
the publishers for cost-plus marketing campaigns are recorded as net revenues. Net revenues from our cost-plus marketing campaigns
were US$5.0 million, US$2.6 million and US$2.9 million, in 2022, 2023 and 2024, respectively.
We record the aggregate gross dollar amount that our clients spend through our platform for specified action marketing
campaigns, which includes media cost, as net revenues. We consider these clients to be our customers for specified action marketing
campaigns. We charge our clients for specified actions, such as when a user clicks on their marketing messages, or a CPC pricing model,
or when their marketing messages are displayed, or a CPM pricing model. Rebates received from publishers for specified action
marketing campaigns are recorded as deduction of cost of revenues. Net revenues from our specified action marketing campaigns were
US$26.8 million, US$22.6 million and US$19.4 million, in 2022, 2023 and 2024, respectively.
We grant rebates and discounts to marketers and marketing agencies to incentivize and encourage them to use our solutions.
These rebates and discounts are calculated based on certain factors, including yearly market spending of the marketers and marketing
agencies that we reasonably estimate that they are able to achieve based on the historical spending patterns of similar clients on our
platform. The rebates and discounts we grant are settled when the relevant account receivables from the marketers and marketing
agencies are settled, and the timing of settlement is independent of the settlement of the rebates or incentives, as the case may be, from
the publishers, which is generally three to six months after the end of the relevant period to which such rebates or incentives, as the case
may be, relate. In all other circumstances, rebates and discounts we grant are recorded as reduction of revenue.
Starting from 2019, we also generate revenue from SaaS products which are cloud-hosted software offering enterprise solutions
to customers through provision of software licenses and retail and CRM solutions. Revenues under this arrangement primarily consist of
fees for (i) licensing to provide customers with access to one or more of the existing cloud applications for e-commerce, marketing and
customer management, (ii) the development of new cloud applications customized for individual customer, and (iii) various
combinations of technical support, maintenance services and digitalized operational services provided by us. Net revenues from our
enterprise solutions were US$12.1 million, US$9.0 million and US$9.3 million, in 2022, 2023 and 2024, respectively.
The table below shows our net revenues breakdown for our marketing solutions, and enterprise solutions for the periods
presented.
Year Ended December 31,
2022
2023
2024
    
(US$ in 
     (% of net      
(US$ in 
     (% of net      
(US$ in 
     (% of net 
thousands)
revenues)
thousands)
revenues)
thousands)
revenues)
Net revenues from marketing solutions
 
 34,452
 74.0
 27,036
 75.0
 23,528
 71.7
Net revenues from enterprise solutions
 
 12,119
 26.0
 9,015
 25.0
 9,278
 28.3
Total net revenues
 
 46,571
 100.0
 36,051
 100.0
 32,806
 100.0
In 2022, 2023 and 2024, US$1.1 million, US$0.6 million and US$0.3 million rebates were received from publishers under cost-
plus marketing campaigns, respectively, which were recognized as net revenues for our marketing solutions, representing 3.3%, 2.3%
and 1.2%, of our net revenues in respective periods. Of these rebates, US$45 thousand, US$18 thousand and US$6 thousand were
received under cost-plus marketing campaigns from the publisher for which we acted as its sales agent under our sales agency
arrangement in respective periods.

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85
In 2022, 2023 and 2024, US$3.4 million, US$2.6 million and US$1.7 million incentive revenues were received from publishers
under our sales agency arrangement, respectively, which were recognized as net revenues for our marketing solutions, representing 9.8%,
9.7% and 7.4% of our net revenues in respective periods. These exclude US$45 thousand, US$18 thousand and US$6 thousand rebates
that were received under cost-plus marketing campaigns from the publisher for which we acted as its sales agent under our sales agency
arrangement in respective periods.
In 2022, 2023 and 2024, we granted rebates and discounts of US$49 thousand, US$0.8 million and US$0.7 million,
respectively, to marketers and marketing agencies under our cost-plus and specified action marketing campaigns for our marketing
solutions, which were recognized as reduction of revenue in respective periods, representing 0.1%, 2.8% and 2.9% of our net revenues in
respective periods. Of these rebates and discounts we granted, US$1 thousand, US$0.3 million and US$0.6 million was in connection
with our specified action (i.e., gross) marketing campaigns in respective periods, and US$48 thousand, US$0.5 million and US$36
thousand, were in connection with our cost-plus (i.e., net) marketing campaigns in respective periods.
We have a diverse client base in terms of the geographic location of our clients’ or marketers’ headquarters as we help them,
especially multinational marketers, navigate through the fragmented online marketing landscapes in mainland China to identify and reach
their potential audience. In determining the geographic classification of our revenue, we look at the geographic location of our subsidiary
or the VIE entities which executed the marketing campaign contract. Our subsidiaries or the VIE entities in mainland China generally are
our signing entities for marketing campaign contracts with clients which are based in mainland China. Our Singapore subsidiary
generally is our signing entity for marketing campaign contracts with clients based in Southeast Asia. Our Hong Kong subsidiaries
generally are our signing entities for the other clients. Our clients are primarily based in mainland China. Our net revenues from clients
in mainland China decreased from US$22.1 million in 2022 to US$13.0 million in 2023, and decreased to US$12.1 million in 2024, as a
result of our strategic move to unwind lower-margin, higher-risk marketing solutions businesses, uncertainties around the macro-
economic environment after the pandemic, and increased competition in the SaaS market. In 2022, 2023 and 2024, we derived 52.6%,
64.0% and 63.2% of our net revenues from outside mainland China, respectively. The table below shows our net revenues breakdown by
geographic region for the periods presented.
Year Ended December 31,
2022
2023
2024
    
(US in
     (% of net     
(US in
     (% of net     
(US in
     (% of net
thousands)
revenues)
thousands)
revenues)
thousands)
revenues)
Mainland China
 22,063
 47.4
 12,983
 36.0
 12,071
 36.8
Hong Kong
 
 24,300
 52.2
 22,643
 62.8
 20,414
 62.2
Others
 
 208
 0.4
 425
 1.2
 321
 1.0
Total net revenues
 
 46,571
 100.0
 36,051
 100.0
 32,806
 100.0
Cost of Revenues
The table below sets forth a breakdown of our cost of revenues for the periods indicated:
Year Ended December 31,
    
2022
    
2023
    
2024
(US$ in thousands)
Cost of revenues:
 
   
   
  
Marketing solutions
 
 (20,373)
 (14,324)
 (13,596)
Enterprise solutions
 
 (2,232)
 (2,646)
 (2,463)
Total cost of revenues
 
 (22,605)
 (16,970)
 (16,059)
Cost of revenues for our marketing solutions primarily consists of:
●
Media cost in connection with specified-action marketing campaigns. Media cost refers to cost we pay to publishers for
acquisition of content distribution opportunities, which is partially offset by rebates we receive from publishers in
specified-action marketing campaigns. Media cost represented 88.2%, 82.1% and 84.7% of our cost of revenues in 2022,
2023 and 2024, respectively.

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86
Cost of revenues for our enterprise solutions primarily consists of salaries and benefits of relevant operations and support
personnel, other direct services costs, and amortization expenses related to the intangible assets.
Operating Expenses
We classify our operating expenses into five categories: research and development expenses, sales and marketing expenses,
general and administrative expenses, impairment of long-lived assets and impairment of goodwill. The following table sets forth our
operating expenses, both in absolute amount and as a percentage of our net revenues, for the periods presented.
Year Ended December 31,
2022
2023
2024
    
(US$ in 
     (% of net      
(US$ in 
     (% of net      
(US$ in 
     (% of net 
thousands)
revenues)
thousands)
revenues)
thousands)
revenues)
Operating expenses
 
 (48,256)
 (103.6)
 (30,725)
 (85.2)
 (34,107)
 (104.0)
Research and development expenses
 
 (1,810)
 (3.9)
 (923)
 (2.6)
 (878)
 (2.7)
Sales and marketing expenses
 
 (18,588)
 (39.9)
 (17,280)
 (47.9)
 (7,118)
 (21.7)
General and administrative expenses
 (16,180)
 (34.7)
 (10,838)
 (30.1)
 (26,058)
 (79.4)
Impairment of long-lived assets
 (1,844)
 (4.0)
 (1,684)
 (4.7)
 (53)
 (0.2)
Impairment of goodwill
 
 (9,834)
 (21.1)
 —
 —
—
—
●
Research and development expenses. Research and development expenses consist primarily of (i) salary and welfare for
research and development personnel, (ii) server hosting and internet expenses, and (iii) consulting expenses.
●
Sales and marketing expenses. Sales and marketing expenses consist primarily of (i) salary and welfare expenses, and (ii)
marketing and promotional costs.
●
General and administrative expenses. General and administrative expenses consist primarily of (i) salary and welfare for
general and administrative personnel, (ii) consultancy, legal and other professional service fees, and (iii) provision for bad
debt and other receivables.
●
Impairment of long-lived assets and goodwill. Impairment of long-lived assets consists of impairment of property and
equipment, right-of-use assets and intangible assets. Impairment of goodwill was recorded under marketing solutions and
enterprise solutions segment. The impairment of long-lived assets and goodwill impairment under marketing solutions
reporting unit in 2022 were as a result of (i) a decline in marketers’ advertising budget, and their potential liquidity issue
and difficulty to settle trade debts, due to a broad-based slowdown in China’s advertising market, uncertainties around the
macroeconomic condition and tightening regulatory environment that affected our clients in certain industry sectors, and
(ii) our larger scale strategic scale-down of lower margin, higher risk marketing solutions business as we prioritized growth
focus and resource allocation in light of the challenges in obtaining additional financing. The goodwill impairment under
enterprise solutions reporting unit in 2022 was as a result of (i) our clients’ tightened IT budget and reduced spending on
digitalization products and services in light of a slowdown of China’s economy and the uncertain macroeconomic
conditions, (ii) increased competition in the SaaS market, in response to which we revisit our pricing strategy and enhance
our research and development capacity, and (iii) limited additional equity financing from the capital market and debt
financing from banks, which hinder our business expansion to new markets. The impairment of long-lived assets in 2023
was as a result of net losses during the year. The impairment of long-lived assets in 2024 was in relation to new additional
of long-lived assets from a loss making entity during the year.
Other Losses, Net
Other losses, net was primarily driven by impairment on long-term investments, exchange losses, non-recurring losses on
restructuring, and gain on disposal of discontinued operations.

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87
Taxation
The Cayman Islands
We and our subsidiary incorporated in the Cayman Islands are not subject to income, corporation or capital gains tax, estate
duty, inheritance tax or gift tax. In addition, payment of dividends to our shareholders or the shareholder of our subsidiary in the Cayman
Islands are not subject to withholding tax in the Cayman Islands.
The British Virgin Islands
Our subsidiaries incorporated in the British Virgin Islands are not subject to income or capital gains taxes, estate duty,
inheritance tax or gift tax. In addition, payment of dividends to the shareholders of our subsidiaries in British Virgin Islands are not
subject to withholding tax in the British Virgin Islands.
Hong Kong
Our subsidiaries incorporated in Hong Kong are subject to 16.5% Hong Kong profit tax on their taxable income generated from
operations in Hong Kong under the current Hong Kong Inland Revenue Ordinance. Under the Hong Kong tax laws, we are exempted
from the Hong Kong income tax on our foreign-derived income. In addition, payments of dividends from our Hong Kong subsidiary to
us are not subject to any Hong Kong withholding tax.
PRC
Generally, our consolidated VIE entities, our PRC subsidiary, which are considered PRC resident enterprises under PRC tax
law, are subject to enterprise income tax on their worldwide taxable income as determined under PRC tax laws and accounting standards
at a rate of 25%. High and new technology enterprises (“HNTE”) will enjoy a preferential enterprise income tax rate of 15% under the
EIT Law. Our certain subsidiaries in the PRC, which are qualified as a HNTE under the EIT Law, are eligible for a preferential enterprise
income tax rate of 15% for a period of three years so long as these entities obtain approval from relevant tax authority if they are
profitable during the period.
We are subject to value added tax, or VAT, at a rate of 6% on the services we provide, less any deductible VAT we have already
paid or borne. We are also subject to surcharges on VAT payments in accordance with PRC law. VAT has been phased in since August
2013 to replace the business tax that was previously applicable to the services we provide. During the periods presented, we were not
subject to business tax on the services we provided.
Dividends paid by our wholly foreign-owned subsidiary in mainland China to our intermediary holding company in Hong Kong
will be subject to a withholding tax rate of 10%, unless the relevant Hong Kong entity satisfies all the requirements under the
Arrangement between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention
of Fiscal Evasion with respect to Taxes on Income and receives approval from the relevant tax authority. If our Hong Kong subsidiary
satisfies all the requirements under the tax arrangement and receives approval from the relevant tax authority, then the dividends paid to
the Hong Kong subsidiary would be subject to withholding tax at the standard rate of 5%.
If our holding company in the Cayman Islands or any of our subsidiaries outside of mainland China were deemed to be a
“resident enterprise” under the PRC Enterprise Income Tax Law, it would be subject to enterprise income tax on its worldwide income at
a rate of 25%.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
Net Revenues
Our net revenues decreased by US$3.2 million, or 9%, from US$36.1 million in 2023 to US$32.8 million in 2024.
Net revenues from our marketing solutions decreased by US$3.5 million, or 13%, from US$27.0 million in 2023 to US$23.5
million in 2024, because of clients’ tightened budget on advertising due to uncertainty in the macro-economic environment.

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Net revenues from our enterprise solutions increased by US$0.3 million, or 3%, from US$9.0 million in 2023 to US$9.3 million
in 2024, contributed by the increasing demand for digital transformation and services.
Cost of Revenues, Gross Profit and Gross Profit Margin
Our cost of revenues decreased by US$0.9 million, or 5%, from US$17.0 million in 2023 to US$16.1 million in 2024.
Cost of revenues for our marketing solutions decreased by US$0.7 million, or 5%, from US$14.3 million in 2023 to US$13.6
million in 2024, which was aligned with the decline in net revenues.
Cost of revenues for our enterprise solutions decreased slightly by US$0.1 million, or 7%, from US$2.6 million in 2023 to
US$2.5 million in 2024.
As a result of the above, we generated gross profit of US$16.7 million in 2024, compared to a gross profit of US$19.1 million in
2023. Specifically, we generated gross profit of US$9.9 million in 2024 for marketing solutions, compared to a US$12.7 million gross
profit in 2023. Gross profit for our enterprise solutions increased by US$0.4 million, or 7%, from US$6.4 million in 2023 to US$6.8
million in 2024.
Our gross profit margin was 51.0% in 2024, compared to a gross profit margin of 52.9% in 2023.
Operating Expenses
Our operating expenses increased by US$3.4 million, or 11%, from US$30.7 million in 2023 to US$34.1 million in 2024,
primarily due to consultancy, legal and other professional service fees for our restructuring and merger preparation, but partially offset by
(i) the impact of strict cost control implemented for optimizing operational efficiency, and (ii) the decline in impairment of long-lived
assets in 2024. The operating expenses as a percentage of net revenues increased from 85.2% in 2023 to 104.0% in 2024.
●
Sales and marketing expenses. Our sales and marketing decreased by US$10.2 million, or 59%, from US$17.3 million in
2023 to US$7.1 million in 2024. The decrease was primarily related to decline in promotional expenses, staff cost and
travel and entertainment expenses because of our cost reduction strategy. Sales and marketing expenses as a percentage of
net revenues decreased from 47.9% in 2023 and 21.7% in 2024.
●
General and administrative expenses. Our general and administrative expenses increased by US$15.2 million, or 140%,
from US$10.8 million in 2023 to US$26.1 million in 2024, primarily due to the increase of consultancy, legal and other
professional service fees for our restructuring and merger preparation, and increase of bad debt expenses and provision of
other receivables. General and administrative expenses as a percentage of net revenues increased from 30.1% in 2023 to
79.4% in 2024.
●
Research and development expenses. Our research and development expenses remained stable at US$0.9 million in 2023
and 2024. Research and development expenses as a percentage of net revenues remained relatively stable at 2.6% in 2023
and 2.7% in 2024.
●
Impairment of long-lived assets. Our impairment of long-lived assets decreased by US$1.6 million, or 97%, from US$1.7
million in 2023 to US$0.1 million in 2024, mainly driven by the decline of long-lived assets acquired by a loss making
subsidiary.
Interest Income
Our interest income was relatively stable at US$1.2 million and US$1.1 million in 2023 and 2024, respectively.

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89
Interest Expense
Our interest expense was US$0.2 million and US$0.5 million in 2023 and 2024, respectively. The interest expenses in 2024 was
primarily attributable to the repayment of interest from credit facilities on behalf of the disposal business during the year.
Other Losses, Net
Our other losses, net were US$2.3 million and US$7.2 million in 2023 and 2024, respectively. The other losses, net in 2023 was
due to exchange loss and impairment loss on our long-term investments. The amount in 2024 was mainly driven by the impairment loss
on our long-term investments, non-recurring losses on restructuring, and exchange loss, partially offset by the gain from the disposal of
discontinued operations.
Share of Loss from an Equity Investee
Our share of loss of an equity investee was US$0.1 million in 2023 and 2024, respectively. Our share of losses of an equity
investee is primarily associated with net losses from our joint venture with VGI Global Media Plc in Thailand that was set up in May
2019 .
Income Tax (Expense)/Credit
We recorded an income tax expense of US$0.6 million in 2023, and income tax credit of US$0.1 million in 2024. The income
tax credit in 2024 was in relation to the reversal of over provision of income tax payables.
Net Loss from continuing operations
As a result of the foregoing, our net loss from continuing operations increased from US$13.7 million in 2023 to US$24.0
million in 2024.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022
Net Revenues
Our net revenues decreased by US$10.5 million, or 23%, from US$46.6 million in 2022 to US$36.1 million in 2023.
Net revenues from our marketing solutions decreased by US$7.4 million, or 22%, from US$34.5 million in 2022 to US$27.0
million in 2023, primarily because we strategically reduced lower-margin, higher-risk businesses within the marketing solutions segment.
The uncertainties of the macro-economic environment led to a broad-based advertising market slowdown.
Net revenues from our enterprise solutions decreased by 26% from US$12.1 million in 2022 to US$9.0 million in 2023, We
offered competitive pricing as a result of clients’ tightened IT budget.
Cost of Revenues, Gross Profit and Gross Profit Margin
Our cost of revenues decreased by US$5.6 million, or 25%, from US$22.6 million in 2022 to US$17.0 million in 2023.
Cost of revenues for our marketing solutions decreased by US$6.0 million, or 30%, from US$20.4 million in 2022 to US$14.3
million in 2023, which was primarily due to our continuous strategic scale-down of the advertising business in 2023.
Cost of revenues for our enterprise solutions increased by US$0.4 million, or 19%, from US$2.2 million in 2022 to US$2.6
million in 2023, which was because of higher cost incurred for providing digitalization services.

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90
As a result of the above, we generated gross profit of US$19.1 million in 2023, compared to US$24.0 million in 2022.
Specifically, we generated gross profit of US$12.7 million in 2023 for marketing solutions, compared to a US$14.0 million gross profit
in 2022. Gross profit for our enterprise solutions decreased by US$3.5 million, or 36%, from US$9.9 million in 2022 to US$6.4 million
in 2023.
Our gross profit margin was 52.9% in 2023, compared to 51.5% in 2022.
Operating Expenses
Our operating expenses decreased by US$17.5 million, or 36%, from US$48.3 million in 2022 to US$30.7 million in 2023,
primarily due to (i) the full impairment of goodwill of US$9.8 million in 2022, (ii) tight cost measures which led to decreases in
promotional expenses, consulting expenses, etc. The operating expenses as a percentage of net revenues decreased from 103.6% in 2022
to 85.2% in 2023.
●
Sales and marketing expenses. Our sales and marketing decreased by US$1.3 million, or 7%, from US$18.6 million in
2022 to US$17.3 million in 2023. The decrease was primarily related to reduction of promotional expenses under stringent
cost control. Sales and marketing expenses as a percentage of net revenues increased from 39.9% in 2022 to 47.9% in
2023.
●
General and administrative expenses. Our general and administrative expenses decreased by US$5.3 million, or 33%, from
US$16.2 million in 2022 to US$10.8 million in 2023, primarily due to the decreases in consulting expenses under
streamlining operation. General and administrative expenses as a percentage of net revenues decreased from 34.7% in 2022
to 30.1% in 2023.
●
Research and development expenses. Our research and development expenses decreased by US$0.9 million, or 49%, from
US$1.8 million in 2022 to US$0.9 million in 2023, primarily due to the decrease in staff cost for operational efficiency.
Research and development expenses as a percentage of net revenues decreased from 3.9% in 2022 and 2.6% in 2023.
●
Impairment of long-lived assets. Our impairment of long-lived assets decreased slightly by US$0.1 million, or 9%, from
US$1.8 million in 2022 to US$1.7 million in 2023.
●
Impairment of goodwill. We recorded full impairment of goodwill of US$9.8 million in 2022, while no such impairment
was recorded in 2023.
Interest Income
Our interest income was US$0.7 million and US$1.2 million in 2022 and 2023, respectively. The change was primarily
attributable to the increase of interest rate for US$ deposit.
Interest Expense
Our interest expense was relatively stable and it was US$0.1 million and US$0.2 million in 2022 and 2023, respectively.
Other Losses, Net
Our other losses, net was US$18.4 million in 2022 and US$2.3 million in 2023. The change was due to (i) fair value loss on
contingent consideration payables of US$8.4 million in 2022, compared to nil in 2023, (ii) decrease in impairment loss of long-term
investments of US$5.7 million, and (iii) fair value loss on short-term investments of US$2.4 million in 2022, compared to fair value gain
of US$0.4 million in 2023.

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91
Share of Loss from an Equity Investee
Our share of loss of an equity investee was US$0.1 million in 2022 and 2023. Our share of losses of an equity investee is
primarily associated with net losses from our joint venture with VGI Global Media Plc in Thailand that was set up in May 2019.
Income Tax Expense
We recorded an income tax expense of US$1.6 million and US$0.6 million in 2022 and 2023, respectively. The higher income
tax expense in 2022 was mainly in relation to the deferred tax liabilities for the undistributed earnings in our VIE and its subsidiaries in
the PRC.
Net Loss from continuing operations
As a result of the foregoing, our net loss from continuing operations decreased from US$43.7 million in 2022 to US$13.7
million in 2023.
Recent Accounting Pronouncements
For detailed discussion on recent accounting pronouncements, see Note 2(al) to our consolidated financial statements included
elsewhere in this annual report.
ITEM 5B.
LIQUDITY AND CAPITAL RESOURCES
During the reporting period, our principal sources of liquidity have been cash generated from our operating activities and
proceeds from bank borrowings. As of December 31, 2024, we had US$19.6 million in cash and cash equivalents, restricted cash of
US$140, and borrowing capacity of US$1.9 million under our revolving credit facilities of a total principal amount of US$7.6 million.
As of December 31, 2024, our cash and cash equivalents primarily consisted of cash on hand, cash held at bank, and time deposits placed
with banks or other financial institutions, which have original maturities of three months or less. We closely monitor our cash balance
and future payments obligations by preparing monthly management account and regular fund reports to provide a timely overview of our
overall cash position and liquidity and risk control measurements. Such reports will be reviewed by our chief financial officer. In
addition, we have adopted a stringent cash management policy. We also regularly monitor our current and expected liquidity
requirements to ensure that we maintain sufficient cash balances to meet our liquidity needs.
Our board of directors has reviewed our current cash position and cash flow projections prepared by the management. Taking
into account the disposal of certain loss-making businesses which hindered our operational efficiency, alongside the ongoing
implementation of cost-saving measures such as streamlining business operations and reducing operating expenses, we believes that we
will have sufficient working capital and liquidity for continuous operation.

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Cash Flows and Working Capital
The following table sets forth a summary of our cash flows for the periods indicated:
    
Year Ended December 31,
    
2022
    
2023
    
2024
(US$ in thousands)
Selected Consolidated Cash Flow Data:
   
   
  
Net cash used in operating activities from continuing operations
 (11,327) 
 (11,361) 
 (12,493)
Net cash provided by/(used in) operating activities from discontinued operations
 82,431  
 (8,065) 
 (9,336)
Net cash provided by/(used in) operating activities
 71,104  
 (19,426) 
 (21,829)
Net cash used in continuing investing activities
 (4,924)
 (1,960)
 (1,813)
Net cash provided by discontinued investing activities
 947
 973
 812
Net cash used in investing activities
 (3,977)
 (987)
 (1,001)
Net cash (used in)/provided by continuing financing activities
 (7,749)
 160
 (34,992)
Net cash used in discontinued financing activities
 (29,540)
 (6,249)
 (1,533)
Net cash used in financing activities
 (37,289)
 (6,089)
 (36,525)
Effect of foreign exchange rate changes
 (2,130)
 (1,273)
 1,472
Net increase/(decrease) in cash and cash equivalents and restricted cash
 29,838
 (26,502)
 (59,355)
Cash and cash equivalents and restricted cash at the beginning of year
 77,589  
 105,297  
 77,522
Cash and cash equivalents and restricted cash at the end of year
 105,297  
 77,522  
 19,639
Less: cash and cash equivalents of discontinued operations
 (39,310) 
 (36,516) 
—
Cash and cash equivalents and restricted cash at the end of year
 65,987  
 41,006  
 19,639
Operating Activities
Net cash used in operating activities amounted to US$21.8 million in 2024, which comprised a net cash outflow in continuing
operations of US$12.5 million and a net cash outflow in discontinued operations of US$9.3 million.
Net cash used in operating activities amounted to US$19.4 million in 2023, which comprised a net cash outflow in continuing
operations of US$11.4 million and a net cash outflow in discontinued operations of US$8.1 million.
Net cash provided by operating activities amounted to US$71.1 million in 2022, which comprised a net cash outflow in
continuing operations of US$11.3 million and a net cash inflow in discontinued operations of US$82.4 million.
Investing Activities
Net cash used in investing activities in 2024 was US$1.0 million, which comprised a net cash outflow in continuing operations
of US$1.8 million and a net cash inflow in discontinued operations of US$0.8 million.
Net cash used in investing activities in 2023 was US$1.0 million, which comprised a net cash outflow in continuing operations
of US$2.0 million and a net cash inflow in discontinued operations of US$1.0 million.
Net cash used in investing activities in 2022 was US$4.0 million, which comprised a net cash outflow in continuing operations
of US$4.9 million and a net cash inflow in discontinued operations of US$0.9 million.
Financing Activities
Net cash used in financing activities in 2024 was US$36.5 million, which comprised a net cash outflow in continuing operations
of US$35.0 million and a net cash outflow in discontinued operations of US$1.5 million.
Net cash used in financing activities in 2023 was US$6.1 million, which comprised a net cash inflow in continuing operations of
US$0.2 million and a net cash outflow in discontinued operations of US$6.2 million.

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Net cash used in financing activities in 2022 was US$37.3 million, which comprised a net cash outflow in continuing operations
of US$7.7 million and a net cash outflow in discontinued operations of US$29.5 million.
Credit Facilities
In March 2019, we entered into a facility agreement with a commercial bank, which provides for a one-year factoring loans of
HK$24.0 million (US$3.1 million). We provide corporate guarantee and accounts receivable as pledge to secure our obligations under
this revolving loan. The interest rate of this loan facility was at 4.25% per annum over 1-month Hong Kong Interbank Offered Rate
(“HIBOR”) for loan in HK$, 2.00% per annum over 1-month HIBOR for loan in RMB, or 4.25% per annum over 1-month London
Interbank Offered Rate (“LIBOR”) for loan in US$. The interest rate of facilities in US$ was amended to 4.32% over US$ reference rate
from April 2022. In March 2024, this facility amount of the loan was subsequently amended, which provides for a one-year factoring
loans of HK$11.7 million (US$1.5 million). As of December 31, 2024, the total outstanding amount of the revolving loan was HK$1
thousand (US$140).
In October 2019, we entered into a one-year facility agreement for working capital loans with a commercial bank, which
provides for (i) US$15.0 million standby documentary credit facilities, (ii) US$10.0 million combined limit for pre-shipment buyer loan
and revolving loan, and (iii) US$1.0 million overdraft facilities. We provide corporate guarantee and bank deposits as pledge to secure
our obligations under these loan facilities. In March 2021, this loan was subsequently amended, which provides for (i) US$15.0 million
combined limit for pre-shipment buyer loan and post-shipment buyer loan, (ii) US$6.0 million revolving loan, and (iii) US$1.0 million
overdraft facilities. For the pre-shipment buyer loan and post-shipment buyer loan, the interest rate is at either (i) HIBOR plus 3.85% per
annum if the loan is drawn down in HK$, or (ii) LIBOR plus 3.85% per annum if the loan is drawn down in US$. For the revolving loan,
the interest rate is at either (i) HIBOR plus 4.25% per annum if the loan is drawn down in HK$, or (ii) LIBOR plus 4.25% per annum if
the loan is drawn down in US$. For the overdraft facility, the interest rate is at the bank’s US$ best lending rate. From April 2022,
interest rate of the pre-shipment buyer loan and post-shipment buyer loan in US$ was amended to 3.95% over US$ reference rate, and
interest rate of the revolving loan in US$ was amended to 4.35% over US$ reference rate. In March 2024, this loan was subsequently
amended, which provides for (i) US$7.5 million combined limit for pre-shipment buyer loan and post-shipment buyer loan, (ii) US$0.5
million overdraft facilities. We had no outstanding balance under these loan facilities as of December 31, 2024.
In May 2024, we entered into a facility agreement for working capital loans with a commercial bank, which provides for a one-
year non-revolving loan of RMB10.0 million (US$1.4 million). The interest rate of this loan facility is LPR minus 0.25%. As of
December 31, 2024, the total outstanding amount of this loan was RMB5.0 million (US$0.7 million).
In June 2024, we entered into facility agreements for working capital loans with a commercial bank, which provides for a total
of one-year non-revolving loan of RMB9.0 million (US$1.2 million) until June 2025. The interest rate of this loan facility is LPR minus
0.15%. As of December 31, 2024, the total outstanding amount of this loan was RMB9.0 million (US$1.2 million).
As of December 31, 2022 and December 31, 2023, certain financial covenant (minimum quarterly EBITDA as defined in the
banking facilities agreements) as set out in these loan agreements had been breached. We have obtained waiver letter such that the bank
would not demand immediate repayment.
Out of our banking facilities of US$59.3 million, US$9.0 million and US$7.6 million available as of December 31, 2022, 2023
and 2024, respectively, US$1.6 million, US$2.0 million and US$1.9 million have been utilized by us as of December 31, 2022, 2023 and
2024, respectively. As of December 31, 2024, total unutilized revolving, service trade and term loan facilities amounted to US$0.5
million, US$4.5 million and US$0.7 million (as of December 31, 2023: US$0.5 million, US$4.5 million and US$2.1 million,
respectively). Total undrawn facilities available for drawdown as of December 31, 2024, net of bank deposits that would need to be
pledged as restricted cash upon utilization of the facilities, amounted to US$0.7 million.
Other than those shown in “—Credit Facilities,” we did not have any significant capital and other commitments, long-term
obligations, or guarantees as of December 31, 2024.

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Capital Expenditures
We made capital expenditures of US$0.1 million, US$0.1 million and US$0.1 million in 2022, 2023 and 2024, respectively. In
these periods, our capital expenditures were mainly used for the purchase of property and equipment. We will continue to make capital
expenditures to support our business.
Material Cash Requirements
Our material cash requirements as of December 31, 2024 and any subsequent interim period primarily include our short-term
debts, consisting of bank borrowings and operating lease obligations.
    
Total
     Less than 1 Year
(US$in thousands)
 
Short-term debts
 
 1,933  
 1,933
We incurred net loss from continuing operations of US$43.7 million, US$13.7 million and US$24.0 million in 2022, 2023 and
2024, respectively. As of December 31, 2023 and 2024, we had accumulated deficits of US460.8 million and US$489.4 million,
respectively. We also had operating cash outflows from continuing operations of US$11.3 million, US$11.4 million and US$12.5 million
in 2022, 2023 and 2024, respectively.
Holding Company Structure
Amber International Holding Limited is a Cayman Islands exempted limited liability company, used as a holding company with
no material operations of its own. We conduct our operations primarily through our wholly-owned subsidiaries and other consolidated
entities in Hong Kong, Singapore, Dubai and the PRC. As a result, our ability to pay dividends depends upon dividends paid by our
subsidiaries. If our subsidiaries or any newly formed 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, our wholly-owned subsidiaries are permitted to pay dividends to us
only out of their retained earnings, if any, as determined in accordance with the accounting standards and regulations of Hong Kong,
Singapore, Dubai and the PRC.
Harry Elias Partnership LLP, our counsel as to Singapore law, has advised us that the governing legislation for the distribution
of dividends in Singapore is the Companies Act 1967 of Singapore (the “Companies Act”). Under Section 403(1) of the Companies Act,
a Singapore company is only allowed to pay dividends out of profits and there are certain restrictions on the use of profits for the
purposes of dividend declaration. Firstly, pursuant to Section 403(1A) of the Companies Act, any profits of a company applied towards
the purchase or acquisition of its own shares pursuant to the share buyback provisions under the Companies Act cannot be payable as
dividends to the shareholders. However, under Section 403(1B) of the Companies Act the foregoing restriction does not apply to any part
of the proceeds received by the company as consideration for a sale or disposal of its treasury shares which the company has applied
towards the profits of the company. Further, pursuant to Section 403(1C) of the Companies Act, any gains derived from the sale of or
disposal of treasury shares cannot be payable as dividends to the shareholders of the company. In addition to complying with the
Companies Act, the payment of dividends must also be in accordance with the company’s constitution and the generally acceptable
accounting principles in Singapore.
Taylor Wessing, our counsel as to Hong Kong law, has advised us that under the current practice of the Inland Revenue
Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us as a company incorporated in Cayman
Islands. There are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of HK dollar into foreign
currencies and the remittance of currencies out of Hong Kong. A Hong Kong company is, however, subject to the requirement under the
Companies Ordinance of Hong Kong that it may only make a distribution out of profits available for distribution or other distributable
reserves.
ITEM 5C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.
See “Item 4. Information On the Company—B. Business Overview—License” and “—Intellectual Property.”

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ITEM 5D. TREND INFORMATION
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or
events for the period from January 1, 2024 to December 31, 2024 that are reasonably likely to have a material effect on our net revenues,
income, profitability, liquidity or capital resources, or that would cause reported consolidated financial information not necessarily to be
indicative of future operating results or financial condition.
ITEM 5E. CRITICAL ACCOUNTING ESTIMATES
Our discussion and analysis of our financial condition and results of operations relates to our consolidated financial statements,
which have been prepared in accordance with United States of America generally accepted accounting principles (“U.S. GAAP”). The
preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, we evaluate our estimates based on historical
experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters
that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to
occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material
impact on our financial condition or results of operations.
Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of
our Board of Directors. There are other items within our financial statements that require estimation but are not deemed critical, as
defined above. Changes in estimates used in these and other items could have a material impact on our financial statements. For a
detailed discussion of our significant accounting policies and related judgments, see “Notes  to Consolidated Financial Statements  –
Note 2 Principal accounting policies”.
Impairment assessment of goodwill
Nature of estimate: Goodwill is subject to periodic assessments of impairment. We conduct a goodwill impairment test at the
reporting unit level annually in the fourth quarter, or more frequently when events or circumstances occur indicating that the recorded
goodwill may be impaired. We assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting
unit is less than its carrying amount, including goodwill. If a qualitative assessment identifies a possible impairment or we impair the
assets of a reporting unit, then a quantitative goodwill impairment test is performed. If the carrying value of the reporting unit is above
fair value, an impairment loss is recognized in an amount equal to the excess.
We have two reporting units, which include (i) the Marketing Solutions business and (ii) the Enterprise Solutions business.
Assumptions: During the year ended December 31, 2022, due to our plan to strategically downsize the Marketing Solutions
reporting unit, we considered the identification of companies comparable to the downsized Marketing Solutions reporting unit under a
market approach using the guideline public company method to be not practical whereby the use of an income approach to estimate the
fair value of Marketing Solutions reporting unit as of December 31, 2022 is considered to be more appropriate. Therefore, we determine
the fair values of both Marketing Solutions reporting unit and the Enterprise Solutions reporting unit as of December 31, 2022 based on
an income approach.
The market approach considers revenue multipliers based on market data of comparable companies engaged in similar
operations and economic characteristics. The income approach considers a number of factors that include expected future cash flows,
revenue growth rates, an estimated terminal value using a terminal year long-term future growth rate, a discount rate, and requires us to
make certain assumptions and estimates regarding future profitability of the business. The goodwill impairment assessment is sensitive to
our estimates in these factors. Some of the inherent estimates and assumptions used in determining fair value of the reporting units are
outside the control of management, including interest rates, cost of capital, tax rates and market multiples on revenue for comparable
entities. While we believe we have made reasonable estimates and assumptions to calculate the fair value of the reporting units, it is
possible a material change could occur. If our actual results are not consistent with our estimates and assumptions used to calculate fair
value, it could result in material impairments of our goodwill.

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Based on the periodic impairment tests conducted for the year ended December 31, 2022, the carrying value of the reporting
unit exceeded the fair value and indicating that the goodwill was fully impaired for both Marketing Solutions and Enterprise Solutions
reporting units. As of December 31, 2022, our goodwill was fully impaired. There was no goodwill for the year ended and as of
December 31, 2023 and 2024.
The goodwill impairment in Marketing Solutions reporting unit in 2022 was affected by (i) decline in marketers’ advertising
budgets, and the potential liquidity issue and the difficulty to settle trade debts, due to the slowdown of China’s entire advertising sector
growth as a result of changing regulatory environment, and unpredictable macro environment continued at post-pandemic era in which
marketers are still cautious on advertising spending; and (ii) larger scale of strategic unwind lower margin, higher risk clients under
Marketing Solutions segment because of the difficulty in obtaining additional equity financing from the capital market and debt financing
from banks, which lead to the execution of balancing working capital management and business growth. The goodwill impairment in
Enterprise Solutions reporting unit was affected by (i) slowdown of Chinese economy and unpredictable macro-economic environment,
which consumers are shifting priorities towards cost-cutting measures rather than investing in new technology, causing them to tighten IT
budgets and spending of digitalization products and services; (ii) higher competitive SaaS market, which we have to increase cost to
develop more new SaaS related offerings as well as enhance additional research and development capacity, and revisit our pricing
strategy with a downward pricing pressure; and (iii) limited additional equity financing from the capital market and debt financing from
banks hinder our business expansions and penetration to new markets.
Impairment assessment of long-lived assets other than goodwill
Long-lived assets other than goodwill are tested at the level of the smallest identifiable group of assets that generates cash
inflows that are largely independent of the cash inflows from other assets or groups of assets.
Nature of estimate: We test long-lived asset groups for impairment when an event occurs or circumstances change that indicate
the asset groups may be impaired. When a triggering event occurs, a test for recoverability is performed, comparing projected
undiscounted future cash flows to the carrying value of the asset group. If the test for recoverability identifies a possible impairment, the
asset group’s fair value is measured relying primarily on a discounted cash flow method. Judgment is used in estimating future cash
flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could
materially affect the determination of the asset group’s fair value. An impairment charge is recognized for the amount by which the
carrying value of the asset group exceeds its estimated fair value. When an impairment loss is recognized for assets to be held and used,
the adjusted carrying amounts of those assets are depreciated over their remaining useful life.
Assumptions and Approach Used: Fair value of an asset group is determined from the perspective of a market-participant
considering, among other things, appropriate valuation techniques, the most advantageous market, and assumptions about the highest and
best use of the asset group. We measure the fair value of an asset group based on market prices (i.e., the amount for which the asset could
be sold to a third party) when available. When market prices are not available, we generally estimate the fair value of the asset group
using the income approach. The income approach uses cash flow projections. Inherent in our development of cash flow projections are
assumptions and estimates derived from a review of our operating results, business plan forecasts, expected growth rates, and risk
adjusted discount rates, similar to those a market participant would use to assess fair value. We also make certain assumptions about
future economic conditions and other data. Many of the factors used in assessing fair value are outside the control of management, and
these assumptions and estimates may change in future periods. Changes in assumptions or estimates can materially affect the fair value
measurement of an asset group and, therefore, can affect the test results.
We recorded impairment of US$0.2 million, US$1.0 million and US$0.6 million on fixed assets, right-of-use assets and
intangible assets, respectively, for the year ended December 31, 2022, as a result of (i) decline in marketers’ advertising budgets, and the
potential liquidity issue and the difficulty to settle trade debts, due to the slowdown of China’s entire advertising sector growth as a result
of changing regulatory environment, and unpredictable macro environment continued at post-pandemic era in which marketers are still
cautious on advertising spending; and (ii) larger scale of strategic unwind lower margin, higher risk clients under Marketing Solutions
segment because of the difficulty in obtaining additional equity financing from the capital market and debt financing from banks, which
lead to the execution of balancing working capital management and business growth. We recorded impairment of US$0.2 million,
US$1.1 million and US$0.4 million on fixed assets, right-of-use assets and intangible assets, respectively, for the year ended December
31, 2023, as a result of net losses during the year. We recorded impairment of nil, US$0.1 million and nil on fixed assets, right-of-use
assets and intangible assets, respectively, for the year ended December 31, 2024, mainly driven by long-lived assets acquired by a loss
making subsidiary during the year.

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Impairment assessment of investments in equity securities without readily determinable fair value
Nature: We measure certain financial instruments at fair value on a nonrecurring basis, consisting primarily of our equity
securities without readily determinable fair value. These investments are accounted for under the measurement alternative and are
measured at cost, less impairment, subject to upward and downward adjustments resulting from observable price changes in orderly
transactions for identical or similar investments of the same issuer. These adjustments require quantitative assessments of the fair value
of equity securities, primarily using a market approach. These investments are also evaluated for impairment, based on qualitative factors
and events including (i) adverse performance of investees; (ii) adverse industry developments affecting investees; and (iii) adverse
regulatory, social, economic or other developments affecting investees and (iv) valuation methods and key valuation assumptions and
data used in estimating the impairment amounts. If a qualitative assessment indicates that the investment is impaired, we estimate the
investment’s fair value in accordance with the principles of ASC 820. If the fair value is less than the investment’s carrying value, we
recognize an impairment loss in net income equal to the difference between the carrying value and fair value. We recognized impairment
losses of US$6.7 million, US$1.0 million and US$3.5 million for the years ended December 31, 2022, 2023 and 2024, respectively.
Assumptions: These judgements include valuation methods and key valuation assumptions and estimates used in estimating
impairment amounts. The quantitative assessment requires the use of unobservable inputs, such as selection of comparable companies
and multiples, and discount for lack of marketability. For the assessment of impairment based on qualitative factors, it considers the
companies’ financial and liquidity position and access to capital resources, among others. When our assessment indicates that an
impairment exists, we write down the investment to its fair value. Our estimates of these inputs require subjective management judgment
and are inherently uncertain. The fair value of equity securities is sensitive to changes in the unobservable inputs used to determine fair
value. While we believe we have made reasonable estimates and assumptions to calculate the fair value of the equity securities, it is
possible a material change could occur. As a result, if factors change and different assumptions are used, the fair value of the equity
securities could be significantly different from what we recorded in the reporting period. When one of our estimates of a discount for
lack of marketability and price-to-sales multiples of comparable companies decreased/increased by 5% while holding all other estimates
constant, there would be no significant impact to our consolidated results of operations.
ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A.
Directors and Senior Management
Directors and Executive Officers
The following table sets forth information regarding our directors and executive officers as of the date of this annual report.
Directors and Executive Officers
    
Age
    
Position/Title
Michael Wu
36
 
Chairman of the Board
Wayne Huo
36
 
Chief Executive Officer and Director
Wing Hong Sammy Hsieh
52
 
Director
Lub Bun Chong
58
 
Director
Philip Kan
69
 
Director
Wing Wai Winson Ip
46
Director
Josephine Ngai Yuk Chun
49
 
Chief Financial Officer
Terence Li
48
Chief Strategy Officer
Mr. Michael Wu has served as our chairman of the board of directors since March 2025. Mr. Wu is a co-founder of Amber
Group and has served as its chief executive officer since the founding of Amber Group, and as a director of Amber DWM since February
2024. Prior to founding Amber Group, Mr. Wu served as a portfolio manager at Arete Capital Partners from March 2017 to December
2017. Prior to that, he served as an FX & rates trader at Morgan Stanley from June 2013 to February 2017. Mr. Wu received his
bachelor’s degree in economics from Dartmouth College in 2013.

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Mr. Wayne Huo has served as our chief executive officer and a director since March 2025. Mr. Huo is a co-founder of Amber
Group and served as its chief operating officer since the founding of Amber Group. Mr. Huo has also served as a director of Amber
DWM since February 2024 and as its chief executive officer since November 2024. Prior to founding Amber Group, Mr. Huo served as
an FX option trader at Morgan Stanley from February 2014 to August 2015. Mr. Huo received his bachelor’s degree in applied
mathematics, finance & economics from University of Toronto in 2012 and his master’s degree in mathematical finance from New York
University in 2013.
Mr. Wing Hong Sammy Hsieh is our director and served as our chief executive officer from 2009 to 2019. Mr. Hsieh is currently
an independent director of Black Spade Acquisition II Co (NASDAQ: BSII). Prior to founding our company, Mr. Hsieh held senior
positions in a number of prominent technology companies. Mr. Hsieh was general manager for Asia Pacific at Efficient Frontier (now an
Adobe company), a leading digital performance marketing company in 2008. Prior to that, Mr. Hsieh was a director of Search Marketing
at Yahoo Hong Kong during 2000 to 2008, during which he oversaw the business operations, including sales, marketing, business
development and product management. Mr.  Hsieh also held various sales and marketing positions at the LVMH Group and British
American Tobacco earlier in his career. Mr. Hsieh received his bachelor’s degree in economics from the University of California, Los
Angeles.
Mr. Lub Bun Chong has served as our director since July 2019. Mr. Chong is currently a partner of C Consultancy Limited, a
Hong Kong-based corporate and financial advisory firm which specializes in the advertising, digital and media sectors of China and
Southeast Asia. Prior to founding C Consultancy Limited, he was the chief financial officer and the director of mergers and acquisitions
of Clear Media (00100.HK), and the chief financial officer of Focus Media (002027.SZ). Mr.  Chong previously worked at
PricewaterhouseCoopers in China, Hong Kong and Singapore during the 1990s. Mr.  Chong is the author of “Managing a Chinese
Partner” (published by Palgrave Macmillan) and a contributor of China articles to reputable publications. Mr.  Chong received his
bachelor’s degree of accountancy from National University of Singapore and his MBA degree with merit from Manchester Business
School. Mr. Chong is a chartered accountant in Singapore.
Mr.  Philip Kan has served as our director since January  2021. Mr.  Kan has extensive experience in management, finance,
banking, capital market, information technology, risk management, corporate governance and corporate development. Mr. Kan has been
the responsible officer, director and the senior management of several financial institutions regulated by SFC since 2003. Mr. Kan was
the founder and a director of Galileo Capital Group Ltd (HKEX:8029) from July 2000 to October 2008, a boutique corporate finance
house providing services in co-sponsoring IPOs, shares placement, M&A, assets management and financial advisory. Prior to founding
Galileo Capital Group Ltd, Mr. Kan held senior positions in a number of prominent companies. Mr. Kan was the senior vice president for
First Pacific Bank Limited, oversees the centralized banking services units (i.e. processing support units) and the Information Technology
Division of the Bank. Prior to that, Mr. Kan was the manager of Systems & Operations at HSBC from 1987 to 1992. Mr. Kan also held
various management positions at the AIG Finance (HK) Ltd, General Electric Co and Bank of America earlier in his career. In July 2022,
Mr. Kan was awarded Medal of Honour (M.H.) by the Hong Kong S.A.R. government. Mr. Kan received his MBA degree from Henley
Management College, Brunel University in the United Kingdom.
Mr. Wing Wai Winson Ip has served as our director since June 2024. Mr. Ip has more than 20 years of experience in financial and
operational management, compliance and ESG management, investment, merger and acquisition, investor relations, accounting and
auditing. Currently, he is an independent non-executive director and the chairperson of the audit committee of Deewin Tianxia Co., Ltd
(2418.HK) from 2021. He was an independent non-executive director and an audit committee member of 8088 Investment Holdings
Limited (8088.HK) from 2020 to 2022. He served as an executive director of Beijing Beida Jade Bird Universal Sci-Tech Company
Limited (8095.HK) and then served as a non-executive director of Beijing Beida Jade Bird Universal Sci-Tech Company Limited from
2018 to 2021. He has held multiple leadership positions, including as the chief financial officer at Sincere Watch (Hong Kong) Limited
(444.HK) from 2020 to 2021, the chief financial officer and company secretary of Huili Resources (Group) Limited (1303.HK) from
2011 to 2019, and the vice president of King Stone Energy Group Limited (663.HK) from 2010 to now. He had also worked at KPMG.
Mr. Ip obtained his bachelor of business administration in accounting from The Hong Kong University of Science and Technology in
2000 and is currently a member of the Hong Kong Institute of Certified Public Accountants.

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Ms. Josephine Ngai Yuk Chun has served as our chief financial officer since March 2024. Before that, Ms. Ngai was a vice
president, finance and group financial controller of the Group. Ms. Ngai has been an independent director of Man Shun Group
(Holdings) Limited (HKEX:1746) since June 2024. Prior to joining iClick, Ms. Ngai served in auditing capacity at Big Four accounting
firm and senior management roles in conglomerates listed on the Hong Kong Stock Exchange. She received a bachelor’s degree in
accounting from the Hong Kong Polytechnic University and an EMBA degree from the Chinese University of Hong Kong. Ms. Ngai is a
Member of the Hong Kong Institute of Certified Public Accountants.
Mr. Terence Li has served as our chief strategy officer since March 2025. Mr. Li served as our chief strategy advisor from
January 2022 to February 2025. He served as a director and chief financial officer of our Company from 2019 to 2022, and head of
finance in 2018. Mr. Li has approximately 25 years of experience in financial management, investment, and business operations. Prior to
joining us, Mr. Li served in management roles and advisory capacities at several start-ups, in addition to financial management and
fundraising roles. Mr. Li was a Vice President with our Series A investor, Sumitomo Corporation Equity Asia, and served on our board of
directors between 2009 and 2013. Mr. Li also worked at PricewaterhouseCoopers, specializing in M&A due diligence and cross border
tax and deal structuring projects. Mr. Li received his bachelor’s degree in accounting from the HK Polytechnic University and an MBA
with Distinction and Dean’s List honors from Oxford University’s Saïd Business School. Mr. Li is a Fellow Member of ACCA, a
Member of HKICPA, and a Chartered Financial Analyst.
Employment Agreements and Indemnification Agreements with Executive Officers
We have entered into employment agreements with each of our executive officers.
Term and Termination
Pursuant to these agreements, we will be entitled to terminate a senior executive officer’s employment for cause at any time
without remuneration for certain act of dishonesty, serious misconduct or any other act that justifies immediate dismissal of the officer, or
if that officer is precluded by law from performing his duty as an officer. We may also terminate a senior executive officer’s employment
by giving three months’ prior written notice or three months’ salary if the senior executive officer is not qualified for his position after
we provide relevant training to him. A senior executive officer may terminate his or her employment at any time by giving three months’
prior written notice.
Confidentiality; IP
Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement,
in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or
pursuant to applicable law, any of our confidential information, including but not limited to, trade secrets, any information concerning the
process, system, data, financials, dealings or other confidential business information. The executive officers have also agreed that all
intellectual property rights which they conceive, develop, write or otherwise created in the course of their employment, whether during
or outside normal working hours, will be vested solely in us, and the officers will, at our request and expense, execute such assignments
and assurances as may be reasonably necessary to perfect our ownership of those rights.
Non-Competition and Non-Solicitation
In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term
of his or her employment and at least for six months following the last date of employment, unless otherwise agreed. Specifically, during
such term each executive officer has agreed not to (i) directly or indirectly engage or involve in any business which is in competition
with us; (ii) directly or indirectly canvass or solicit from our clients any goods or services similar to ours; and (iii) entice, endeavor to
entice, persuade or procure away any of our employees.

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Indemnification Agreements
We have 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 them in connection with
claims made by reason of their being a director or officer of our company.
B.
Compensation of Directors and Executive Officers
For the year ended December 31, 2024 we paid an aggregate of approximately US$0.4 million in cash to our executive officers,
and we paid an aggregate of approximately US$0.2 million to our non-executive directors. Subject to the requirements under the
applicable laws, we have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive
officers and directors.
Share Incentive Plans
2018 Plan
Under the 2018 Plan, the maximum number of ordinary shares that may be issued to the beneficiaries is 2,398,137. As of March
31, 2025, options to purchase 85,195 ordinary shares were outstanding, including vested and unexercised options to purchase 85,195
ordinary shares.
The following paragraphs describe the principal terms of the 2018 Plan.
Type of Awards. The 2018 Plan permits the award of options to purchase our ordinary shares.
Award Agreement. Any award granted under the 2018 Plan is evidenced by an award agreement that sets forth terms, conditions
and limitations on such award, which may include the number of options awarded, the exercise price, the vesting schedule, the provisions
applicable in the event of the grantee’s employment or service terminates, among others. We may amend or delete the terms of any award
from time to time, provided that no such amendment shall impair the rights and benefits of any participant without his or her consent.
Eligibility. We may grant awards to employees of our company or any of our subsidiaries.
Vesting Schedule.  Unless otherwise stated in respective grants, subject to forfeiture and arrangement on termination of
employment or service, 25% of the share options shall be vested at the one-year anniversary of the grant date and 1/36 of the remaining
75% of the shares options shall be vested per month thereafter. In the event a take-over offer is made to our ordinary shares, we will use
our best endeavors to procure that such take-over offer be extended to any ordinary shares that may be allotted pursuant to the exercise of
unexercised share options.
Exercise of Options. Vested options will become exercisable during the first five business days of January, April, July and
October until the termination date of the 2018 Plan, subject to other terms and conditions provided in the relevant award agreements.
Once all the preconditions are met, a participant may exercise options in whole or in part by giving written notice of exercise to us
specifying information such as the number of shares to be purchased.
Transfer Restrictions. The participant will not be permitted to transfer, assign, dispose of, or create or purport to create any
encumbrances over any option. In principle, all options shall be exercisable only by the participants. Any such transfer, assignment,
disposal or encumbrance or purported encumbrance shall result in the automatic cancellation of the option.
Termination and amendment of the 2018 Plan. Our board of directors may amend or discontinue the 2018 Plan, provided that
such amendment or termination shall not impair the rights of a participant under any award without such participant’s consent.

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The following table summarizes, as of March 31, 2025, the outstanding options granted under the 2018 Plan to our directors,
executive officers and other grantees.
    
Ordinary Shares 
    
Underlying 
Outstanding 
Exercise Price 
Name
    
Options
    
(US$/Share)
    
Grant Date
    
Expiration Date
Grantees
*
0.2687—8.1290
August 1, 2015 to
January 1, 2017
June 10, 2025 to
January 1, 2027
*
Less than 1% of our total outstanding ordinary shares.
Post-IPO Plan
Under our Post-IPO Plan, previously named as 2017 Share Incentive Plan, which became effective in December 2017, is to
promote the success of our business. On September 22, 2018, August 31, 2020, February 26, 2021 and December 31, 2021, our board of
directors approved an increase of 1,500,000 Class A ordinary shares, 1,000,000 Class A ordinary shares, 1,000,000 Class A ordinary
shares, and 1,500,000 Class A ordinary shares, respectively, to the award pool under the Post-IPO Plan. As a result, the maximum
number of ordinary shares which may be issued pursuant to all awards under the Post-IPO Plan will initially be 6,000,000 Class A
ordinary shares, plus an annual increase on the first day of each of our fiscal year during the term of the Post-IPO Plan commencing with
the fiscal year beginning January 1, 2018, by an amount equal to the least of (i) 0.5% of the total number of Class A ordinary shares
issued and outstanding on the last day of the immediately preceding fiscal year; (ii) 150,000 Class A ordinary shares or (iii) such number
of Class A ordinary shares as may be determined by our board of directors. All of such shares will be Class A ordinary shares. As of
March 31, 2025, the award pool under the Post-IPO Plan is 7,091,374 Class A ordinary shares. As of March 31, 2025, 104,070 Class A
ordinary shares are outstanding under our Post-IPO Plan, representing the shares underlying the unvested 104,070 restricted Class A
ordinary shares units.
The following paragraphs describe the principal terms of the Post-IPO Plan.
Types of Awards. The Post-IPO Plan permits the awards of options, restricted shares and restricted share units.
Plan Administration. Our board of directors or a committee of one or more members of the board of directors will administer
the Post-IPO Plan. The committee or the full board of directors, as applicable, will determine the participants to receive awards, the type
and number of awards to be granted to each participant, and the terms and conditions of each award grant.
Award Agreement.  Awards granted under the Post-IPO Plan are evidenced by an award agreement that sets forth terms,
conditions and limitations for each award, which may include the term of the award, the provisions applicable in the event of the
grantee’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the
award.
Eligibility. We may grant awards to our employees, directors and consultants of our company. However, we may grant options
that are intended to qualify as incentive share options only to our employees and employees of our parent companies and subsidiaries.
Vesting Schedule. In general, the plan administrator determines the vesting schedule, which is specified in the relevant award
agreement.
Exercise of Options.  The plan administrator determines the exercise price for each award, which is stated in the award
agreement. The vested portion of option will expire if not exercised prior to the time as the plan administrator determines at the time of
its grant. However, the maximum exercisable term is ten years from the date of a grant.
Transfer Restrictions. Awards may not be transferred in any manner by the recipient other than by will or the laws of descent
and distribution, except as otherwise provided by the plan administrator.

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Termination and amendment of the Post-IPO Plan. Unless terminated earlier, the Post-IPO Plan has a term often years. Our
board of directors has the authority to amend or terminate the plan subject to shareholder approval to the extent necessary to comply with
applicable law. Shareholder approval is required for any amendment to the Post-IPO Plan that (i)  increases the number of shares
available under the Post-IPO Plan, or (ii) permits the plan administrator to extend the term of the Post-IPO Plan or the exercise period for
an option beyond ten years from the date of grant.
The following table summarizes, as of March 31, 2025, the outstanding restricted share units granted under the Post-IPO Plan to
our directors, executive officers and other grantees.
    
Ordinary Shares
    
Underlying
Outstanding
Exercise Price
Name
     Restricted Share Units     
(US$/Share)
    
Grant Date
    
Expiration Date
Winson Ip Wing Wai
*
Nil
June 24, 2024
June 24, 2034
Josephine Ngai Yuk Chun
*
Nil
April 1, 2021 to
April 1, 2023
December 11, 2027
Other grantees
*
Nil
April 1, 2021 to
April 1, 2023
December 11, 2027
*
Less than 1% of our total outstanding ordinary shares.
Each option, RSU and any other equity award of iClick Interactive Asia Group Limited that is outstanding and unexercised
immediately prior to time as the Merger becomes effective, whether or not vested or exercisable, shall remain outstanding and shall
remain subject to the terms and conditions of (a) the 2018 Share Incentive Plan, or (b) the Post-IPO Share Incentive Plan, as applicable,
and any relevant award agreements applicable to such equity plans.
C.
Board Practices
Our board of directors consists of six directors, including executive directors and non-executive directors. Pursuant to our tenth
amended and restated memorandum and articles of association, the size of our board of directors shall be limited to seven. Please refer to
“Item 3. Key Information—D. Risk Factors—Risks Related to Our American Depositary Shares—As a company incorporated in the
Cayman Islands, we have adopted certain home country practices in relation to corporate governance matters that differ significantly
from the Nasdaq corporate governance requirements; these practices may afford less protection to shareholders than they would enjoy if
we complied fully with the Nasdaq corporate governance requirements.” The powers and duties of our directors include convening
general meetings and reporting our board’s work at our shareholders’ meetings, declaring dividends and distributions, determining our
business and investment plans, appointing officers and determining the term of office of the officers, preparing our annual financial
budgets and financial reports, formulating proposals for the increase or reduction of our authorized capital as well as exercising other
powers, functions and duties as conferred by our articles of association. Our directors may exercise all the powers of our company to
borrow money, mortgage its business, property and uncalled capital and issue debentures or other securities whenever money is borrowed
or as security for any obligation of our company or of any third party. None of our non-executive directors has a service contract with us
that provides for benefits upon termination of service.
A director may vote in respect of any contract or proposed contract or arrangement 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 proposed contract or arrangement is considered. A director who is in any way, whether directly or indirectly, interested
in a contract or proposed contract with us is required to declare the nature of his interest at a meeting of our directors. A general notice
given to the directors by any director to the effect that he is a member, shareholder, director, partner, officer or employee of any specified
company or firm and is to be regarded as interested in any contract or transaction with that company or firm shall be deemed a sufficient
declaration of interest for the purposes of voting on a resolution in respect to a contract or transaction in which he has an interest, and
after such general notice it shall not be necessary to give special notice relating to any particular transaction.

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Committees of the Board of Directors
We are a foreign private issuer (as such term is defined in Rule 3b - 4 under the Exchange Act), and our ADSs are listed on the
Nasdaq Global Market. Under Section 5615 of the Nasdaq Stock Market Rules, Nasdaq-listed companies that are foreign private issuers
are permitted to follow home country practice in lieu of the corporate governance provisions specified by Nasdaq with limited
exceptions. Please refer to “Item 3. Key Information—D. Risk Factors—Risks Related to Our American Depositary Shares—As a
company incorporated in the Cayman Islands, we have adopted certain home country practices in relation to corporate governance
matters that differ significantly from the Nasdaq corporate governance requirements; these practices may afford less protection to
shareholders than they would enjoy if we complied fully with the Nasdaq corporate governance requirements.” We have established an
audit committee, a compensation committee, a corporate governance and nominating committee, and an investment committee under the
board of directors. We have adopted a charter for each of the audit committee, compensation committee, corporate governance and
nominating committee, and investment committee. Each committee’s members and functions are described below.
Audit Committee Our audit committee consists of Winson Ip Wing Wai, Lub Bun Chong, and Philip Kan, and is chaired by
Winson Ip Wing Wai. Winson Ip Wing Wai, Lub Bun Chong, and Philip Kan each satisfy the “independence” requirements of the Rule
5605(a)(2) of the Listing Rules of the Nasdaq Stock Market and meet the independence standards under Rule 10A 3 under the Exchange
Act. We have determined that each of Winson Ip Wing Wai and Lub Bun Chong qualify as “audit committee financial expert.” The audit
committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit
committee is responsible for, among other things:
●
selecting the independent registered public accounting firm and pre-screening all auditing and non-auditing services
permitted to be performed by the independent registered public accounting firm;
●
reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s
response;
●
reviewing and approving all proposed related party transactions, as defined in Item  404 of Regulation S-K under the
Securities Act;
●
discussing the annual audited financial statements with management and the independent registered public accounting firm;
●
reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material
control deficiencies;
●
annually reviewing and reassessing the adequacy of our audit committee charter;
●
meeting separately and periodically with management and the independent registered public accounting firm; and
●
reporting regularly to the board of directors.
Compensation Committee Our compensation committee consists of Michael Wu and Wing Hong Sammy Hsieh, and is chaired
by Michael Wu. 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 upon. The compensation committee is responsible for, among other things:
●
reviewing the total compensation package for our executive officers and making recommendations to the board with
respect to it;
●
reviewing the compensation of our directors and making recommendations to the board with respect to it; and

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●
periodically reviewing and approving any long-term incentive compensation or equity plans, programs or similar
arrangements, annual bonuses, and employee pension and welfare benefit plans.
Corporate Governance and Nominating Committee Our corporate governance and nominating committee consists of Philip
Kan, Wayne Huo and Wing Hong Sammy Hsieh, and is chaired by Philip Kan. Philip Kan satisfies the “independence” requirements of
the Listing Rules of the Nasdaq Stock Market. The corporate governance and nominating committee will assist the board in selecting
individuals qualified to become our directors and in determining the composition of the board and its committees. The corporate
governance and nominating committee will be responsible for, among other things:
●
recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the
board;
●
reviewing annually with the board the current composition of the board with regards to characteristics such as
independence, age, skills, experience and availability of service to us; and
●
monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness
of our procedures to ensure proper compliance.
Investment Committee Our investment committee consists of Lub Bun Chong, Wayne Huo and Wing Hong Sammy Hsieh, and
is chaired by Lub Bun Chong. The investment committee oversees the Company’s investment transactions, management, policies and
guidelines. The investment committee will be responsible for, among other things:
●
review and recommend to the Board for its approval of the Company’s overall investment policy and guidelines;
●
approve transactions to be conducted by the Company and/or its subsidiaries or variable interest entity in line with the
Company’s strategic plans and for purposes of the long term development of the Company; and
●
review the performance and compliance of each transaction conducted by the Company and/or its subsidiaries or variable
interest entity with the Company’s investment policy and guidelines.
Duties of Directors
Under Cayman Islands law, our directors have a common law duty to act honestly in good faith with a view to our best interests
and for a proper purpose. Our directors also have 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. We have the right to seek damages if a duty owed by
our directors is breached. In limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty
owed by our 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 general meetings and reporting our board’s work at our shareholders’ meetings;
●
declaring dividends and distributions;
●
determining our business and investment plans;
●
appointing officers and determining the term of office of the officers;
●
preparing our annual financial budgets and financial reports;

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●
formulating proposals for the increase or reduction of our authorized capital; and
●
exercising other powers, functions and duties as conferred by our articles of association.
Our directors may exercise all the powers of our company to borrow money, mortgage its business, property and uncalled
capital and issue debentures or other securities whenever money is borrowed or as security for any obligation of our company or of any
third party.
Terms of Directors and Officers
Pursuant to our tenth amended and restated memorandum and articles of association, a majority of our directors then in office
shall have the power from time to time to appoint any person as director to fill a casual vacancy on the board or as an addition to the
existing board (subject to the maximum size limit). Any director so appointed by the board shall hold office only until the next following
annual general meeting and shall then be eligible for re-election or re-appointment by the board of directors. We may by ordinary
resolution of our shareholders appoint any person to be a director. Our directors will not be subject to a term of office and will hold their
offices until such time as they are removed from office by an ordinary resolution of our shareholders at any time before the expiration of
his period of office notwithstanding anything in our tenth amended and restated memorandum and articles of association or in any
agreement between us and such director (but without prejudice to any claim for damages under any such agreement), or by way of
resolution of the board provided that such removal is for cause. “Cause” shall mean a conviction for a criminal offence involving
dishonesty or engaging in conduct which brings the director or us into disrepute or which results in material financial detriment to us. In
addition, the office of any of our directors shall be vacated if the director (a) resigns his office by notice in writing delivered to us at the
office or tendered at a meeting of the board of directors; (b) becomes of unsound mind or dies; (c) without special leave of absence from
our board of directors, is absent from meetings of the board for three consecutive meetings and the board of directors re-solves that his
office be vacated; (d) becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his
creditors; (e) is prohibited by law from being a director; or (f) ceases to be a director by virtue of any provision of the Statutes or is
removed from office pursuant to our memorandum and articles of association. “Statues” shall mean the Companies Act (As Revised) of
the Cayman Islands and every other law of the Legislature of the Cayman Islands for the time being in force applying to or affecting us
and/or our tenth amended and restated memorandum and articles of association.
Pursuant to our tenth amended and restated memorandum and articles of association, the board of directors shall have a
chairman of elected and appointed by a majority of the directors then in office, and any removal of chairman of the board is subject to
shareholder approval by ordinary resolution.
D.
Employees
Employees
As of December 31, 2022, 2023 and 2024, we had a total of 1,209, 894 and 225 employees, respectively. The table below
provides a breakdown of our employees by function as of December 31, 2024:
    
Number of
    
employees
% of Total
Product, technology and data engineering
 
 21
 9
Sales, business development and account management
 
 159
 71
General and administrative
 
 45
 20
Total
 
 225
 100

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In 2024, we disposed of our mainland China enterprise solutions business pursuant to the share purchase agreement, dated as of
July 19, 2024, by and among Tetris Media Limited, Optimix Media Asia Limited and BeihaiOne Limited at a consideration of
US$80,000 (the “Enterprise Solutions Disposal”). In 2024, we also disposed of our demand side marketing solutions business in
mainland China pursuant to the share purchase agreement, dated as of September 11, 2024, by and among Digital Marketing Group
Limited, Optimix Media Asia Limited and SiAct Inc, at a consideration of RMB1 million or equivalents in US dollars (the “Marketing
Solutions Disposal,” collectively with the Enterprise Solutions Disposal, the “Disposals”). Please refer to the current report on Form 6-K
dated September 16, 2024 for more details of the Disposals. After the Disposals, we continued to operate our supply side marketing
solutions in mainland China, as well as marketing solutions and enterprise solutions business in Hong Kong and overseas.
As described above, we completed the Enterprise Solutions Disposal in September 2024 and the Marketing Solutions Disposal
in November 2024. In March 2025, we closed the Merger with Amber DWM. The table below provides a breakdown of our employees
by function as of March 31, 2025:
Number of
    
    
    
employees
    
% of Total
Trading and Operations
 
 38  
 12
Technology and Development
 
 61  
 19
Sales and Marketing
 
 177  
 54
General and Administration
 
 50  
 15
Total
 
 326  
 100
We enter into standard labor contracts and confidentiality agreements with our management and employees. Our success is
driven by its ability to attract, motivate, train and retain qualified talent. We believe we offer our employees competitive compensation
packages and fosters an environment that encourages professional growth and self-development. As a result, we have consistently
attracted and retained skilled personnel while maintaining a stable and experienced core management team. We provide specific training
to new employees at orientation to familiarize them with our working environment and operational procedures. We also design and
implement in-house training programs tailored to each job function and set of responsibilities to enhance performance. As a result, we
have generally been able to attract and retain qualified personnel and maintain a stable core management team.
In addition to salaries and benefits, we provide commission-based compensation for our sales force and performance-based
bonuses for other employees. We also allow many of our employees to participate in share-based incentive plans to align their interests
more closely with those of our shareholders.
None of our employees are represented by labor unions.
E.
Share Ownership
The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of March 31, 2025
by:
●
each of our directors and executive officers; and
●
each person known to us to own beneficially more than 5% of our total outstanding shares.
As of March 31, 2025, there were 455,689,354 ordinary shares outstanding, par value $0.001 per share, being the sum of
419,456,117 Class A ordinary shares and 36,233,237 Class B ordinary shares. The calculations in the table below are based on
452,678,650 ordinary shares outstanding as of March 31, 2025, comprising (i) 416,445,413 Class A ordinary shares, excluding the
3,010,704 Class A ordinary shares held by JPMorgan Chase Bank N.A., our depositary, underlying the share based awards reserved for
issuance under our Post-IPO Plan or our 2018 Plan, and (ii) 36,233,237 Class B ordinary shares outstanding.

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107
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 as of March 31, 2025, 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.
Ordinary Shares Beneficially Owned
 
Class A 
Class B 
 
Ordinary
Ordinary
Aggregate  
    
Shares 
    
Shares 
    
Total Ordinary Shares
    
Voting
 
Number
Number
Number
    
%
Power %  
Directors and Executive Officers:
 
   
   
   
   
  
Michael Wu (1)(2)
   309,834,744    36,233,237    346,067,981  
 76.4 %
 92.9 %
Wayne Huo
 
—  
—  
—  
—
—
Wing Hong Sammy Hsieh
 
(i)  
 —  
(i)  
(i) %
(i) %
Lub Bun Chong
 
(i)  
 —  
(i)  
(i) %
(i) %
Philip Kan
 
(i)  
 —  
(i)  
(i) %
(i) %
Wing Wai Winson Ip
 
—  
—  
—  
—
—
Josephine Ngai Yuk Chun
 
(i)  
 —  
(i)  
(i) %
(i) %
Terence Li
 
—  
—  
—  
—
—
All directors and executive officers as a group
312,449,604
36,233,237
348,682,841
77.0 %
93.1 %
Principal Shareholders:
 
 
 
 
Amber Global Limited (1)
   309,834,744  
—    309,834,744  
 68.4 %
 20.6 %
Amber Fort Limited (2)
   309,834,744    36,233,237    346,067,981  
 76.4 %
 92.9 %
Amber Primary Unit Holding Limited (3)
   309,834,744  
—    309,834,744  
 68.4 %
 20.6 %
Notes:
(i)
Less than 1% of our total outstanding shares.
††
For each person and group included in this column, percentage ownership is calculated by dividing the number of ordinary
shares beneficially owned by such person or group, including shares that such person or group has the right to acquire within 60
days of March 31, 2025, by the sum of (1) 452,678,650, which is the total number of ordinary shares outstanding as of March
31, 2025; and (2) the number of ordinary shares that such person or group has the right to acquire within 60 days of April 30,
2025.
††
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 Class A and Class B ordinary shares as a single
class. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of our Class B ordinary shares is
entitled to 30 votes per share on all matters submitted to them for a vote. Our Class A ordinary shares and Class B ordinary
shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required
by law. Our Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-
one basis.
(1)
Represents 309,834,744 Class A ordinary shares held by Amber Global Limited. Mr. Michael Wu is deemed to be a beneficial
owner of all the shares held by Amber Global Limited by virtue of his entitlement to appoint a majority of the board of directors
of Amber Global Limited. Amber Global Limited is a Cayman Islands company with its registered address at Vistra (Cayman)
Limited, P.O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands.
(2)
Represents (i) 309,834,744 Class A Ordinary Shares held by Amber Global Limited, and (ii) 36,233,237 Class B Ordinary
Shares held by Amber Fort Limited. Each Class B ordinary share is convertible into one Class A ordinary share at any time at
the option of the holder thereof. Each Class B Ordinary Share is entitled to 30 votes per share, and each Class A Ordinary Share
is entitled to one vote per share. Amber Fort Limited may be deemed to be a beneficial owner of all the shares held by Amber
Global Limited by virtue of its entitlement to appoint a majority of the board of directors of Amber Global Limited jointly with
Amber Primary Unit Holding Limited. The registered address of Amber Fort Limited is at PO Box 309, Ugland House, Grand
Cayman, KY1-1104, Cayman Islands.

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(3)
Represents 309,834,744 Class A ordinary shares held by Amber Global Limited. Amber Primary Unit Holding Limited may be
deemed to be a beneficial owner of all the shares held by Amber Global Limited by virtue of its entitlement to appoint a
majority of the board of directors of Amber Global Limited jointly with Amber Fort Limited. Amber Primary Unit Holding
Limited is a British Virgin Islands company with its registered address at Kingston Chambers, PO Box 173, Road Town,
Tortola, British Virgin Islands.
To our knowledge, as of March 31, 2025, 38,456,732 or 8.5% of our ordinary shares were held by one record holder in the
United States, which was JPMorgan Chase Bank, N.A., the depositary of our ADS program. The number of beneficial owners of our
ADSs in the United States is likely to be much larger than the number of record holders of our ordinary shares in the United States.
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
F.
Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
Not applicable.
ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A.
Major Shareholders
Please refer to “Item 6. Directors, Senior Management and Employees—E. Share Ownership.”
B.
Related Party Transactions
Except for the Disposals, there were no transactions nor balances with related parties as of and for the  years ended
December 31, 2022, 2023 and 2024 and up to the date of this annual report.
Contractual Arrangements with our Variable Interest Entity and its Shareholder
See “Item 4. Information on the Company—C. Organizational Structure.”
Employment Agreements and Indemnification Agreements
See “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management—Employment Agreements
and Indemnification Agreements with Executive Officers.”
Share Incentive Plan
See “Item 6. Directors, Senior Management and Employees—B. Compensation of Directors and Executive Officers—Share
Incentive Plans.”
C.
Interests of Experts and Counsel
Not applicable.
ITEM 8.
FINANCIAL INFORMATION
A.
Consolidated Statements and Other Financial Information
We have appended consolidated financial statements filed as part of this annual report.

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Legal and Administrative Proceedings
Other than as disclosed in this annual report, we are not presently a party to any legal or administrative proceedings or claims
that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of
operations, financial condition or cash flows. Regardless of the outcome, litigation or any other legal or administrative proceedings or
claims can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Dividend Policy and Dividend Distribution
Our board of directors has discretion as to whether to distribute dividends, subject to applicable laws. In addition, our
shareholders may, by ordinary resolution, declare a dividend, but no dividend may exceed the amount recommended by our directors.
Under Cayman Islands law, a Cayman Islands company may pay a dividend on its shares out of either profit or share premium amount,
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.
We have not previously declared or paid cash dividends and we do not currently plan to declare or pay any dividends in the near
future on our shares or ADSs. 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 an exempted limited liability company, used as a holding company incorporated in the Cayman Islands. We rely
principally on dividends from our PRC subsidiaries and VIE entities for our cash requirements, including any payment of dividends to
our shareholders. PRC regulations may restrict the ability of our PRC subsidiaries to pay dividends to us. See “Item 4. Information on the
Company—B. Business Overview—Regulation—Regulations on Dividend Distribution.”
If we pay any dividends, we will pay our ADS holders to the same extent as holders of our ordinary shares, subject to the terms
of the deposit agreement, including the fees and expenses payable thereunder. Cash dividends on our ordinary shares, if any, will be paid
in U.S. dollars.
B.
Significant Changes
Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our
audited consolidated financial statements included in this annual report.
ITEM 9.
THE OFFER AND LISTING
A.
Offering and Listing Details
Not Applicable.
B.
Plan of Distribution
Not Applicable.
C.
Markets
Our ADSs, one ADS representing five Class  A ordinary shares, have been listed on the Nasdaq Global Market since
December 21, 2017.
D.
Selling Shareholders
Not Applicable.

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E.
Dilution
Not Applicable.
F.
Expenses of the Issue
Not Applicable.
ITEM 10.
ADDITIONAL INFORMATION
A.
Share Capital
Not Applicable.
B.
Memorandum and Articles of Association
The following are summaries of material provisions of our tenth amended and restated memorandum and articles of association,
as well as the Companies Act (Revised) insofar as they relate to the material terms of our ordinary shares.
Objects of Our Company. Under our tenth amended and restated 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 laws of the Cayman
Islands.
Ordinary Shares. Our ordinary shares are issued in registered form and are issued when registered in our register of members.
Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their shares.
Register of Members. Under Cayman Islands law, we must keep a register of members and there should be entered therein:
(a) the names and addresses of the members;
(b) a statement of the shares held by each member, and the statement shall:
i.
confirm the amount paid or agreed to be considered as paid on the shares of each member;
ii.
confirm the number and category of shares held by each member;
iii. confirm whether each relevant category of shares held by a member carries voting rights under our current
memorandum and articles of association, and if so, whether such voting rights are conditional;
(c) the date on which the name of any person was entered on the register as a member; and
(d) the date on which any person ceased to be a member.
Under Cayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e.
the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the
register of members should be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the
register of members. Upon the closing of our initial public offering, the register of members should be immediately updated to record and
give effect to the issue of shares by us to the Depositary (or its nominee) as the depositary. Once our register of members has been
updated, the shareholders recorded in the register of members should be deemed to have legal title to the shares set against their name.

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If the name of any person is incorrectly entered in or omitted from our register of members, or if there is any default or
unnecessary delay in entering on the register the fact of any person having ceased to be a member of our company, the person or member
aggrieved (or any member of our company or our company itself) may apply to the Cayman Islands Grand Court for an order that the
register be rectified, and the Court may either refuse such application or it may, if satisfied of the justice of the case, make an order for
the rectification of the register.
Dividends. The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors. In
addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our
directors. Under Cayman Islands law, dividends may be declared and paid only out of funds legally available therefor, namely out of
either profit or our share premium account, and provided further that a dividend may not be paid 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. Our share capital is currently divided into Class A ordinary shares and Class B ordinary shares. On a show of
hands each shareholder is entitled to one vote or, on a poll, each Class A ordinary share shall be entitled to one (1) vote on all matters
subject to vote at general meetings of the Company, and each Class B ordinary share shall be entitled to thirty (30) votes on all matters
subject to vote at general meetings of the Company. Unless otherwise required under the laws of the Cayman Islands, Class A ordinary
shares and Class B ordinary shares shall vote together as a single class.
Voting at any meeting of shareholders is by way of a poll, unless the chairman allows a vote by show of hands on a resolution
which relates purely to a procedural or administrative matter. Procedural and administrative matters are those that are not on the agenda
of the general meeting and relate to the chairman’s duties to maintain the orderly conduct of the meeting or allow the business of the
meeting to be properly and effectively dealt with, while affording all shareholders a reasonable opportunity to express their views.
A quorum required for a meeting of shareholders consists of two shareholders entitled to vote present in person or by proxy or,
if the shareholder is a legal entity, by its duly authorized representative. A majority of the board or the chairman of the board may call
extraordinary general meetings, which extraordinary general meetings shall be held at such times and locations (as permitted hereby) as
such person or persons shall determine. Advance notice of at least ten clear days is required for the convening of our annual general
shareholders’ meeting and any other general shareholders’ meeting.
An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of votes attached to
the ordinary shares cast in a general meeting, while a special resolution requires the affirmative vote of no less than two-thirds of votes
cast attached to the ordinary shares. Both ordinary resolutions and special resolutions may also be passed by unanimous written
resolutions signed by all the shareholders of our company, as permitted by the Companies Act and our tenth amended and restated
memorandum and articles of association. An ordinary resolution will be required for important matters including appointment or removal
of the chairman of the board of directors, or removal of any directors (other than “for cause”), etc. A special resolution will be required
for fundamental matters including a change of control event, and statutory matters such as merger, a change of name, making changes to
our memorandum and articles of association or other matter as required under the laws of the Cayman Islands.
Conversion. Class B ordinary shares are convertible into Class A ordinary shares. All Class B ordinary shares are subject to
automatic conversion into Class A ordinary shares when the beneficial ownership of Class B ordinary shares is transferred to persons
who are not an affiliate of the holders of the Class B ordinary shares. Each Class B ordinary share is generally convertible into one
Class A ordinary share. However, if and when the nominal amount of one Class A ordinary share changes by reason of consolidation or
sub-division, the applicable conversion rate of Class B ordinary shares into Class A ordinary shares shall equal the quotient of the revised
nominal amount, divided by the former nominal amount, of one Class A ordinary share.
Transfer of Ordinary Shares. Subject to the restrictions set out below, 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 any other form approved by our board of directors.
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;

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●
the instrument of transfer is in respect of only one class of 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 does
not exceed four; and
●
a fee of such maximum sum as the Nasdaq may determine to be payable or such lesser sum as our 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 three 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 of the Nasdaq, be suspended and the register closed
at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of
transfers shall not be suspended nor the register closed for more than 30 days in any year as our board may determine.
Liquidation. On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of shares),
assets available for distribution among the holders of ordinary shares shall be distributed among the holders of our ordinary shares on a
pro rata basis. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so
that the losses are borne by our shareholders proportionately.
Calls on Shares and Forfeiture of Shares. Our board of directors may from time to time make calls upon shareholders for any
amounts unpaid on their shares in a notice served to such shareholders at least 14 days prior to the specified time and place of payment.
The shares that have been called upon and remain unpaid are subject to forfeiture.
Redemption, Repurchase and Surrender of Ordinary Shares. We may issue shares on terms that such shares are subject to
redemption, at our option or at the option of the holders thereof, on such terms and in such manner as may be determined, before the
issue of such shares, by our board of directors or by an ordinary resolution of our shareholders. Our company may also repurchase any of
our shares provided that the manner and terms of such purchase have been approved by our board of directors or by ordinary resolution
of our shareholders, or are otherwise authorized by our memorandum and articles of association. Under the Companies Act, the
redemption or repurchase of any share may be paid out of our company’s profits or out of the proceeds of a fresh issue of shares made for
the purpose of such redemption or repurchase, or out of capital (including share premium account and capital redemption reserve) if the
company can, immediately following such payment, 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, (b) if such redemption or repurchase
would result in there being no shares issued and outstanding, or (c) if the company has commenced liquidation. In addition, our company
may accept the surrender of any fully paid share for no consideration.
Variations of Rights of Shares. The rights attached to any class or series of shares (unless otherwise provided by the terms of
issue of the shares of that class or series) may be varied with the consent in writing of all the holders of the issued shares of that class or
series or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class or series. The
rights conferred upon the holders of the shares of any class issued shall not, unless otherwise expressly provided by the terms of issue of
the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu with such existing class of
shares.
Issuance of Additional Shares. Our tenth amended and restated memorandum and articles of association authorizes 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.

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Our tenth amended and restated memorandum and articles of association also authorizes our board of directors to establish from
time to time one or more series of preferred shares and to determine, with respect to any series of preference shares, the terms and rights
of that series, including:
●
the designation of the series;
●
the number of shares of the series;
●
the dividend rights, dividend rates, conversion rights, voting rights; and
●
the rights and terms of redemption and liquidation preferences.
Our board of directors may issue preferred shares without action by our shareholders to the extent authorized but unissued.
Issuance of these shares may dilute the voting power of holders of ordinary 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 list of shareholders or our corporate records. However, we will provide our shareholders with annual
audited financial statements.
Anti-Takeover Provisions. Some provisions of our tenth amended and restated memorandum and articles of association may
discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including
provisions that:
●
authorize our board of directors to issue preference shares in one or more series and to designate the price, rights,
preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders;
and
●
limit the ability of shareholders to requisition and convene general meetings of shareholders.
However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our tenth
amended and restated 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.
General Meetings of Shareholders and Shareholder Proposals. Our shareholders’ general meetings may be held in such place
within or outside the Cayman Islands as our board of directors considers appropriate.
As an exempted Cayman Islands company, we are not obliged by law to call shareholders’ annual general meetings. Our tenth
amended and restated memorandum and articles of association provide that we shall in each year hold a general meeting as our annual
general meeting.
Shareholders’ annual general meetings and any other general meetings of our shareholders may be convened by a majority of
our board of directors or our chairman. Our board of directors shall give no less than ten clear days’ written notice of a shareholders’
meeting to those persons whose names appear as members in our register of members on the date the notice is given (or on any other date
determined by our directors to be the record date for such meeting) and who are entitled to vote at the meeting.

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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:
●
does not have to file an annual return of its shareholders with the Registrar of Companies;
●
is not required to open its register of members for inspection;
●
does not have to hold an annual general meeting;
●
may issue negotiable or bearer shares or 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 a limited duration company; and
●
may register as a segregated portfolio company.
C.
Material Contracts
We have not entered into any material contracts other than in the ordinary course of business and other than those described in
“Item 4. Information on the Company,” “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions”
and “Item 10. Additional Information—C. Material Contracts” or elsewhere in this annual report.
D.
Exchange Controls
See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations on Foreign Exchange” and “—
Regulations on Dividend Distribution.”
E.
Taxation
The following summary of the material Cayman Islands, Hong Kong, Singapore and United States federal income tax
consequences of an investment in our ADSs or ordinary shares is based upon laws and relevant interpretations thereof in effect as of the
date of this annual report, all of which are subject to change. This summary does not deal with all possible tax consequences relating to
an investment in our ADSs or ordinary shares, such as the tax consequences under United States state or local tax laws, or tax laws of
jurisdictions other than the Cayman Islands, Hong Kong, Singapore and the United States.
Cayman Islands Taxation
Travers Thorp Alberga, our Cayman Islands counsel, has advised us that the Cayman Islands currently levies no taxes on
individuals or corporations based upon 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 our shareholders or ADS holders levied by the government of the
Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought within the jurisdiction of the
Cayman Islands. The Cayman Islands is not 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.

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Hong Kong Taxation
Taylor Wessing, our counsel as to Hong Kong law, has advised us that under the current laws of Hong Kong:
●
No profit tax is imposed in Hong Kong in respect of capital gains from the sale of the ADSs.
●
Revenues gains from the sale of the ADSs by persons carrying on a trade, profession or business in Hong Kong where the
gains are derived from or arise in Hong Kong from the trade, profession or business will be chargeable to Hong Kong
profits tax, which is currently imposed at the rate of 16.5% on corporations and at a maximum rate of 15% on individuals
and unincorporated businesses.
●
Gains arising from the sale of the ADSs, where the purchases and sales of such ordinary shares are effected outside of
Hong Kong such as, for example, in the Cayman Islands, should not be subject to Hong Kong profits tax.
According to the current tax practice of the Inland Revenue Department of Hong Kong, dividends paid on our ordinary shares
would not be subject to any Hong Kong tax.
No Hong Kong stamp duty is payable on the purchase and sale of the ADSs.
Singapore Taxation
Harry Elias Partnership LLP, our counsel as to Singapore law, has advised us that there shall also be exempt from income tax
any dividends paid on or after January 1, 2008 by any company resident in Singapore. Hence, the shareholders of a company resident in
Singapore (“Singapore tax resident company”) are tax-exempt on their dividend income paid by such Singapore tax resident company.
Being “resident in Singapore”, in relation to a company, means a company where the control and management of its business is exercised
in Singapore. Goods and Services Tax (“GST”) is a broad-based consumption tax levied on the import of goods (collected by the
Singapore Customs), as well as nearly all supplies of goods and services in Singapore. Issue, allotment or transfer of shares are exempt
from GST. GST shall also not be chargeable on dividend payments on the basis that they should not be regarded as any supply of goods
or services under the Goods and Services Tax Act 1993 of Singapore.
PRC Taxation
Jingtian & Gongcheng, our counsel as to PRC law, has advised us that generally, our consolidated VIE entities, our PRC
subsidiary, which are considered PRC resident enterprises under PRC tax law, are subject to enterprise income tax on their worldwide
taxable income as determined under PRC tax laws and accounting standards at a rate of 25%. High and new technology enterprises
(“HNTE”) will enjoy a preferential enterprise income tax rate of 15% under the EIT Law. Our certain subsidiaries in the PRC, which are
qualified as a HNTE under the EIT Law, are eligible for a preferential enterprise income tax rate of 15% for a period of three years so
long as these entities obtain approval from relevant tax authority if they are profitable during the period.
We are subject to value added tax, or VAT, at a rate of 6% on the services we provide, less any deductible VAT we have already
paid or borne. We are also subject to surcharges on VAT payments in accordance with PRC law. VAT has been phased in since August
2013 to replace the business tax that was previously applicable to the services we provide. During the periods presented, we were not
subject to business tax on the services we provided.
Dividends paid by our wholly foreign-owned subsidiary in mainland China to our intermediary holding company in Hong Kong
will be subject to a withholding tax rate of 10%, unless the relevant Hong Kong entity satisfies all the requirements under the
Arrangement between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention
of Fiscal Evasion with respect to Taxes on Income and receives approval from the relevant tax authority. If our Hong Kong subsidiary
satisfies all the requirements under the tax arrangement and receives approval from the relevant tax authority, then the dividends paid to
the Hong Kong subsidiary would be subject to withholding tax at the standard rate of 5%.
If our holding company in the Cayman Islands or any of our subsidiaries outside of mainland China were deemed to be a
“resident enterprise” under the PRC Enterprise Income Tax Law, it would be subject to enterprise income tax on its worldwide income at
a rate of 25%.

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United States Federal Income Tax Considerations
The following is a summary of material U.S. federal income tax considerations that are likely to be relevant to the purchase,
ownership and disposition of our ordinary shares or ADSs by a U.S. Holder (as defined below).
This summary is based on provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings
and judicial interpretations thereof, in force as of the date hereof. Those authorities may be changed at any time, perhaps retroactively, so
as to result in U.S. federal income tax consequences different from those summarized below.
This summary is not a comprehensive discussion of all of the tax considerations that may be relevant to a particular investor’s
decision to purchase, hold, or dispose of ordinary shares or ADSs. In particular, this summary is directed only to U.S. Holders that hold
ordinary shares or ADSs as capital assets and does not address all of the tax consequences to U.S. Holders who may be subject to special
tax rules, such as banks, brokers or dealers in securities or currencies, traders in securities electing to mark to market, financial
institutions, life insurance companies, tax exempt entities, partnerships (including any entities treated as partnerships for U.S. tax
purposes) and the partners therein, holders that own or are treated as owning 10% or more of our shares (measured by voting power or
value), persons engaged in a trade or business in Hong Kong or Singapore, persons holding ordinary shares or ADSs as part of a hedging
or conversion transaction or a straddle, or persons whose functional currency is not the U.S. dollar. Moreover, this summary does not
address state, local or non-U.S. taxes, the U.S. federal estate and gift taxes, or the Medicare contribution tax applicable to net investment
income of certain non-corporate U.S. Holders, or alternative minimum tax consequences of acquiring, holding or disposing of ordinary
shares or ADSs.
For purposes of this summary, a “U.S. Holder” is a beneficial owner of ordinary shares or ADSs that is a citizen or resident of
the United States or a U.S. domestic corporation or that otherwise is subject to U.S. federal income taxation on a net income basis in
respect of such ordinary shares or ADSs.
You should consult your own tax advisors about the consequences of the acquisition, ownership and disposition of the ordinary
shares or ADSs, including the relevance to your particular situation of the considerations discussed below and any consequences
arising under non-U.S., state, local or other tax laws.
ADSs
In general, if you are a U.S. Holder of ADSs, you will be treated, for U.S. federal income tax purposes, as the beneficial owner
of the underlying ordinary shares that are represented by those ADSs.
The U.S. Treasury has expressed concerns that parties to whom ADSs are released before the underlying shares are delivered to
the depositary (“pre-release”), or intermediaries in the chain of ownership between holders of ADSs and the issuer of the security
underlying the ADSs, may be taking actions that are inconsistent with the claiming of foreign tax credits by holders of ADSs. These
actions would also be inconsistent with the claiming of the reduced rate of tax, described below, applicable to dividends received by
certain non-corporate holders. Accordingly, the creditability of PRC taxes, and the availability of the reduced tax rate for dividends
received by certain non-corporate U.S. Holders, each described below, could be affected by actions taken by such parties or
intermediaries.
Taxation of Dividends
Subject to the discussion below under “Passive Foreign Investment Company Rules,” the gross amount of any distribution of
cash or property with respect to our ordinary shares or ADSs that is paid out of our current or accumulated earnings and profits (as
determined for United States federal income tax purposes) will generally be includible in your taxable income as ordinary dividend
income on the day on which you receive the dividend, in the case of ordinary shares, or the date the depositary receives the dividends, in
the case of ADSs, and will not be eligible for the dividends-received deduction allowed to U.S. corporations under the Code.
We do not expect to maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles.
Therefore, U.S. Holders should expect that distributions generally will be treated as dividends for U.S. federal income tax
purposes.

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Subject to certain exceptions for short-term positions, the dividends received by an individual with respect to the ordinary shares
or ADSs will be subject to taxation at a preferential rate if the dividends are “qualified dividends.” Dividends paid on the ordinary shares
or ADSs will be treated as qualified dividends if:
●
the ordinary shares or ADSs are readily tradable on an established securities market in the United States or we are eligible
for the benefits of a comprehensive tax treaty with the United States that the U.S. Treasury determines is satisfactory for
purposes of this provision and that includes an exchange of information program; and
●
we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend is
paid, a PFIC.
The ADSs are listed on the Nasdaq Global Market, and will qualify as readily tradable on an established securities market in the
United States so long as they are so listed.
U.S. Holders that receive distributions of additional ADSs or ordinary shares or rights to subscribe for ADSs or ordinary shares
as part of a pro rata distribution to all our shareholders generally will not be subject to U.S. federal income tax in respect of the
distributions.
Taxation of Dispositions of ADSs or Ordinary Shares
Subject to the discussion below under “Passive Foreign Investment Company Rules,” if a U.S. Holder realizes gain or loss on
the sale, exchange or other disposition of ADSs or ordinary shares, that gain or loss will be capital gain or loss and generally will be
long-term capital gain or loss if the ADSs or ordinary shares have been held for more than one year. Long-term capital gain realized by a
U.S. Holder that is an individual generally is subject to taxation at a preferential rate. The deductibility of capital losses is subject to
limitations.
Deposits and withdrawals of ordinary shares by U.S. Holders in exchange for ADSs will not result in the realization of gain or
loss for U.S. federal income tax purposes.
Passive Foreign Investment Company Rules
Special U.S. tax rules apply to companies that are considered to be PFICs. We will be classified as a PFIC in a particular
taxable year if either
●
75 percent or more of our gross income for the taxable year is passive income; or
●
the average percentage of the value of our assets that produce or are held for the production of passive income is at least 50
percent.
For this purpose, cash generally is treated as a passive asset. Goodwill is treated as an active asset under the PFIC rules to the
extent attributable to activities that produce active income. We will be treated as owning our proportionate share of the assets and earning
our proportionate share of the income of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the
stock. Although the law in this regard is not entirely clear, we treat our consolidated variable interest entity as being owned by us for U.S.
federal income tax purposes because we control its management decisions and are entitled to substantially all of the economic benefits
associated with the entity.

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Based on our financial statements, the manner in which we conduct our business, the trading price of our ADSs, the value and
nature of our assets and the sources and nature of our income, we believe we were a PFIC for our prior taxable year. Additionally, there is
a significant risk that we will be a PFIC for our current taxable year and in future taxable years. The determination of whether we are a
PFIC is made annually after the close of each taxable year. This determination is based on the facts and circumstances at that time, some
of which may be beyond our control, such as the amount and composition of our income and the valuation and composition of our assets,
including goodwill and other intangible assets, as implied by the market price of our ADSs and ordinary shares. In particular, because the
value of our assets for purposes of the asset test may be determined by reference to the market price of our ADSs, fluctuations in the
market price of our ADSs and/or ordinary shares may cause us to be a PFIC for the current or subsequent taxable years. In addition, the
composition of our income and assets will also be affected by how, and how quickly, we use our liquid assets. If we determine not to
deploy significant amounts of cash for active purposes, or if it were determined that we do not own the stock of the consolidated variable
interest entity for U.S. federal income tax purposes, our risk of being a PFIC may substantially increase.
In the event that we are classified as a PFIC in any year and a U.S. Holder does not make a mark-to-market election, as
described below, the holder will be subject to a special tax at ordinary income tax rates on “excess distributions” (generally, any
distributions that a U.S. Holder receives in a taxable year that are greater than 125 percent of the average annual distributions that such
U.S. Holder has received in the preceding three taxable years, or its holding period, if shorter), as well as any gain that such U.S. Holder
recognizes on the sale of our ordinary shares or ADSs. Under these rules, (a) the excess distribution or gain will be allocated ratably over
the U.S. Holder’s holding period for the shares, (b) the amount allocated to the current taxable year and any taxable year prior to the first
taxable year in which we are a PFIC will be taxed as ordinary income, and (c) the amount allocated to each of the other taxable years will
be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed
deferral benefit will be imposed with respect to the resulting tax attributable to each such other taxable year. Additionally, dividends paid
by us will not be eligible for the special reduced rate of taxes described above under “—Taxation of Dividends.” If we are classified as a
PFIC for any taxable year in which a U.S. Holder owns our ordinary shares or ADSs, we will generally 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 (unless the U.S. Holder makes a special “purging” election on IRS Form 8621
with respect to our ordinary shares or ADSs once we are no longer a PFIC). Classification as a PFIC may also have other adverse tax
consequences, including, in the case of individuals, the denial of a step-up in the basis of his or her ordinary shares or ADSs at death.
U.S. Holders are urged to consult their own tax advisors about the application of the PFIC rules to us.
If we are a PFIC for any taxable year during which a U.S. Holder holds our ordinary shares or ADSs and we have any direct,
and in certain circumstances, indirect subsidiaries that are PFICs (each a “Subsidiary PFIC”), the U.S. Holder will be treated as owning
its pro rata share of the stock of each Subsidiary PFIC for purposes of the application of these rules, and the U.S. Holder generally would
be subject to similar rules with respect to distributions to us by, and dispositions by us of the stock of, any Subsidiary PFIC.
If we are a PFIC for any taxable year, in lieu of being subject to the general rules discussed above, a U.S. Holder may elect to
mark its ordinary shares or ADSs to market, provided that the ordinary shares or ADSs are considered “marketable.” The ordinary shares
or ADSs will be marketable if they are regularly traded on certain U.S. stock exchanges, including the Nasdaq Global Market, or on a
non-U.S. stock exchange if (i) the exchange is regulated or supervised by a governmental authority in the country in which the exchange
is located; (ii) the exchange has trading volume, listing, financial disclosure, surveillance and other requirements designed to prevent
fraudulent and manipulative acts and practices, remove impediments to, and perfect the mechanism of, a free and open, fair and orderly,
market and to protect investors; (iii) the laws of the country in which the exchange is located and the rules of the exchange ensure that
these requirements are actually enforced; and (iv) the rules of the exchange ensure active trading during any calendar year during which
they are traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. It should be noted that only the
ADSs, and not the ordinary shares, are listed on the Nasdaq Global Market, and the ordinary shares themselves are not listed on any
stock exchange. Consequently, a mark-to-market election is not expected to be available for a U.S. Holder that holds ordinary shares that
are not represented by ADSs.
If the U.S. Holder makes this mark-to-market election with respect to its ADSs, the holder will be required in any year in which
we are a PFIC to include as ordinary income the excess of the fair market value of the ADSs at year-end over the holder’s basis in those
ADSs. If, at the end of the U.S. Holder’s taxable year for a year in which we were a PFIC, the holder’s basis in the ADSs exceeds their
fair market value, the holder will be entitled to deduct the excess as an ordinary loss, but only to the extent of the holder’s net mark-to-
market gains from previous years. The holder’s adjusted tax basis in the ADSs will be adjusted to reflect any income or loss recognized
under these rules. In addition, any gain the U.S. Holder recognizes upon the sale of the holder’s ADSs will be taxed as ordinary income
in the year of sale, and any loss will be treated as an ordinary loss to the extent of the U.S. Holder’s net mark-to-market gains from
previous years. Once made, the election cannot be revoked without the consent of the IRS unless the ADSs cease to be marketable.

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A U.S. Holder will not, however, be able to make a mark-to-market election with respect to the stock of any Subsidiary PFIC.
Therefore, the U.S. Holder would continue to be subject to the excess distribution rules with respect to any of our subsidiaries that are
PFICs, any distributions received by us from a subsidiary that is a PFIC and any gain recognized by us upon a sale of equity interests in a
subsidiary that is a PFIC, even if the U.S. Holder has made a mark-to-market election with respect to our ADSs. The interaction of the
mark-to-market rules and the rules governing lower-tier PFICs is complex and uncertain.
In some cases, a shareholder of a PFIC may be subject to alternative treatment by making a valid qualified electing fund
election, or QEF election. If a QEF election is made, such U.S. Holder generally will be required to include in income on a current basis
its pro rata share of the PFIC’s ordinary income and net capital gains, regardless of whether or not such earnings and gains are actually
distributed to such U.S. Holder. To make a QEF election, the PFIC must provide shareholders with certain information compiled
according to U.S. federal income tax principles. We do not intend, however, to prepare or provide the information that would enable U.S.
Holders to make QEF elections.
A U.S. Holder that owns an equity interest in a PFIC generally must annually file IRS Form 8621, and may be required to file
other IRS forms. A failure to file one or more of these forms as required may toll the running of the statute of limitations in respect of
each of the U.S. Holder’s taxable years for which such form is required to be filed. As a result, the taxable years with respect to which
the U.S. Holder fails to file the form may remain open to assessment by the IRS indefinitely, until the form is filed.
U.S. Holders should consult their own tax advisors regarding the U.S. federal income tax considerations discussed above and
the availability and desirability of making a mark-to-market election.
Foreign Financial Asset Reporting
Certain U.S. Holders who are individuals that own “specified foreign financial assets” with an aggregate value in excess of
US$50,000 on the last day of the taxable year or $75,000 at any time during the taxable year are generally required to file an information
statement along with their tax returns, currently on Form 8938, with respect to such assets. “Specified foreign financial assets” include
any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer (which would include the
ordinary shares and the ADSs) that are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to
certain individuals living abroad and to certain married individuals. Regulations extend this reporting requirement to certain entities that
are treated as formed or availed of to hold direct or indirect interests in specified foreign financial assets based on certain objective
criteria. U.S. Holders that fail to report the required information could be subject to substantial penalties. In addition, the statute of
limitations for assessment of tax would be suspended, in whole or part. Prospective investors should consult their own tax advisors
concerning the application of these rules to their investment in the ADSs, including the application of the rules to their particular
circumstances.
Backup Withholding and Information Reporting
Dividends paid on, and proceeds from the sale or other disposition of, the ADSs or ordinary shares to a U.S. Holder generally
may be subject to the information reporting requirements of the Code and may be subject to backup withholding unless the U.S. Holder
provides an accurate taxpayer identification number and makes any other required certification or otherwise establishes an exemption.
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 refund or credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS in
a timely manner.
A holder that is a foreign corporation or a non-resident alien individual may be required to comply with certification and
identification procedures in order to establish its exemption from information reporting and backup withholding.
F.
Dividends and Paying Agents
Not applicable.
G.
Statement by Experts
Not applicable.

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H.
Documents on Display
We are subject to the periodic reporting and other informational requirements of the Exchange Act. Under the Exchange Act, we
are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F no later than
four months after the close of each fiscal year. All information we file with the SEC can be obtained over the internet at the SEC’s
website at www.sec.gov. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and
content of quarterly reports and proxy statements, and officers, directors and principal shareholders are exempt from the reporting and
short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
We will furnish JPMorgan Chase Bank, N.A., the depositary of our ADSs, with our annual reports, which will include a review
of operations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP, and all notices of
shareholders’ meetings and other reports and communications that are made generally available to our shareholders. The depositary will
make such notices, reports and communications available to holders of ADSs and, upon our request, will mail to all record holders of
ADSs the information contained in any notice of a shareholders’ meeting received by the depositary from us.
I.
Subsidiary Information
For a list of our subsidiaries, see “Item 4. Information on the Company—C. Organizational Structure.”
J.
Annual Report to Security Holders
Not applicable.
ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative and Qualitative Disclosures about Market Risk
Foreign Exchange Risk
Foreign currency risk arises from future commercial transactions and recognized assets and liabilities. A significant portion of
our revenue-generating transactions and expense-related transactions are denominated in Renminbi, which is the functional currency of
our subsidiaries and VIE entities in China. Our commercial transactions outside China are primarily denominated in U.S. dollars and
Hong Kong dollars, which are pegged to U.S. dollars. We do not hedge against currency risk.
The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things,
changes in political and economic conditions in China and by China’s foreign exchange policies. Accordingly, it is difficult to predict
how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the
future. In addition, the PBOC may, from time to time, release policies and measures concerning the foreign exchange market to limit
fluctuations in Renminbi exchange rates and for other policy considerations.
To the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of Renminbi against the U.S.
dollar would reduce the Renminbi amount we receive from the conversion. Conversely, if we decide to convert Renminbi into U.S.
dollars for the purpose of making payments for dividends on our ordinary shares or ADSs, servicing our outstanding debts, or for other
business purposes, appreciation of the U.S. dollar against the Renminbi would reduce the U.S. dollar amounts available to us. For U.S.
dollars against Renminbi in term of average monthly exchange rate, there was appreciation of approximately 3.2%, appreciation of
approximately 5.0% and appreciation of approximately 1.6% in 2022, 2023 and 2024, respectively.
Certain of our operating activities are transacted in HK dollars. We consider the foreign exchange risk in relation to transactions
denominated in HK dollars with respect to U.S. dollars is not significant as HK dollar is pegged to U.S. dollar.

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Interest Rate Risk
Our main interest rate exposure relates to bank borrowings. We also have interest-bearing assets, including cash and cash
equivalents, short-term investments and restricted cash. We manage our interest rate exposure with a focus on reducing our overall cost
of debt. 100% of the aggregate principal outstanding amount of our bank borrowings as of December 31, 2024 was at floating rates.
As of December 31, 2024, if interest rates increased/decreased by 1%, with all other variables having remained constant, and
assuming the amount of bank borrowings outstanding at the end of the year was outstanding for the entire year, our net loss would have
been US$0.02 million higher/lower, respectively. These were mainly as a result of higher/lower interest expense for our bank borrowings
at floating rates.

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ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A.
Debt Securities
Not applicable.
B.
Warrants and Rights
Not applicable.
C.
Other Securities
Not applicable.
D.
American Depositary Shares
Fees and Charges Our ADS Holders May Have to Pay
The depositary may charge each person to whom ADSs are issued, including, without limitation, issuances against deposits of
shares, issuances in respect of share distributions, rights and other distributions, issuances pursuant to a stock dividend or stock split
declared by us or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or deposited
securities, and each person surrendering ADSs for withdrawal of deposited securities or whose ADRs are cancelled or reduced for any
other reason, $5.00 for each 100 ADSs (or any portion thereof) issued, delivered, reduced, cancelled or surrendered, as the case may be.
The depositary may sell (by public or private sale) sufficient securities and property received in respect of a share distribution, rights
and/or other distribution prior to such deposit to pay such charge.
The following additional charges shall be incurred by the ADR holders, by any party depositing or withdrawing shares or by
any party surrendering ADSs and/or to whom ADSs are issued (including, without limitation, issuance pursuant to a stock dividend or
stock split declared by us or an exchange of stock regarding the ADSs or the deposited securities or a distribution of ADSs), whichever is
applicable:
●
a fee of up to US$0.05 per ADS for any cash distribution made pursuant to the deposit agreement;
●
a fee of US$1.50 per ADR or ADRs for transfers of certificated or direct registration ADRs;
●
an aggregate fee of up to US$0.05 per ADS per calendar year (or portion thereof) for services performed by the depositary
in administering the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed
against holders of ADRs as of the record date or record dates set by the depositary during each calendar year and shall be
payable in the manner described in the next succeeding provision);
●
a fee for the reimbursement of such fees, charges and expenses as are incurred by the depositary and/or any of its agents
(including, without limitation, the custodian and expenses incurred on behalf of holders in connection with compliance
with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the
servicing of the shares or other deposited securities, the sale of securities (including, without limitation, deposited
securities), the delivery of deposited securities or otherwise in connection with the depositary’s or its custodian’s
compliance with applicable law, rule  or regulation (which fees and charges shall be assessed on a proportionate basis
against holders as of the record date or dates set by the depositary and shall be payable at the sole discretion of the
depositary by billing such holders or by deducting such charge from one or more cash dividends or other cash
distributions);

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●
a fee for the distribution of securities (or the sale of securities in connection with a distribution), such fee being in an
amount equal to the $0.05 per ADS issuance fee for the execution and delivery of ADSs which would have been charged as
a result of the deposit of such securities (treating all such securities as if they were shares) but which securities or the net
cash proceeds from the sale thereof are instead distributed by the depositary to those holders entitled thereto;
●
stock transfer or other taxes and other governmental charges;
●
cable, telex and facsimile transmission and delivery charges incurred at your request in connection with the deposit or
delivery of shares, ADRs or deposited securities;
●
transfer or registration fees for the registration of transfer of deposited securities on any applicable register in connection
with the deposit or withdrawal of deposited securities; and
●
in connection with the conversion of foreign currency into U.S. dollars, JPMorgan Chase Bank, N.A. (“JPMorgan”) shall
deduct out of such foreign currency the fees, expenses and other charges charged by it and/or its agent (which may be a
division, branch or affiliate) so appointed in connection with such conversion.
JPMorgan and/or its agent may act as principal for such conversion of foreign currency.
We will pay all other charges and expenses of the depositary and any agent of the depositary (except the custodian) pursuant to
agreements from time to time between us and the depositary. The charges described above may be amended from time to time by
agreement between us and the depositary.

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PART II
ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
A-D. Material Modifications to the Rights of Security Holders
See “Item 10. Additional Information—B. Memorandum and Articles of Association—Ordinary Shares” for a description of the
rights of securities holders, which remain unchanged.
E. Use of Proceeds
Not applicable.
ITEM 15.
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer and our chief
financial officer, we carried out an evaluation of the effectiveness of our disclosure controls and procedures, which is defined in Rules
13a-15(e) of the Exchange Act, as of December 31, 2024. Based upon that evaluation, our management, with the participation of our
chief executive officer and chief financial officer, has concluded that, as of the end of the period covered by this annual report, our
disclosure controls and procedures were effective in ensuring that the information required to be disclosed by us in the reports that we
file or submit under the Exchange Act was recorded, processed, summarized and reported, within the time periods specified in the SEC’s
rules and forms, and that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is
accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to
allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term
is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act of 1934. Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial
statements in accordance with U.S. GAAP. Because of its inherent limitations, a system of internal control over financial reporting may
not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may
deteriorate.
Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of December
31, 2024. In making this assessment, it used the criteria established within the Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 framework). Based on this assessment, our
management has concluded that, as of December 31, 2024, our internal control over financial reporting was effective.
Attestation Report of the Independent Registered Public Accounting Firm
Pursuant to Regulation S-K Item 308(b), this annual report does not include an attestation report of our independent registered
public accounting firm regarding internal control over financial reporting.

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Changes in Internal Control over Financial Reporting
There have not been any changes in our internal control over financial reporting in the year ended December 31, 2024, which
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 16.
[Reserved]
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that Wing Wai Winson Ip and Lub Bun Chong are our audit committee financial experts.
Each of them satisfies the independent requirements of the Rule 5605(c)(2) of the Listing Rules of the Nasdaq Stock Market and meet
the independence standards under Rule 10A-3 under the Exchange Act.
ITEM 16B. CODE OF ETHICS
Our board of directors adopted a code of business conduct and ethics that applies to our directors, officers and employees. We
have filed our currently effective code of business conduct and ethics as an exhibit to our annual report on Form 20-F, and posted a copy
of our code of business conduct and ethics on our investor relations website at http://ir.i-click.com.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the aggregate fees by categories specified below in connection with certain professional services
rendered by PricewaterhouseCoopers and WWC. P.C., our independent registered public accounting firms, for the periods indicated. We
did not pay any other fees to our independent registered public accounting firm during the periods indicated below.
    
2023
    
2024
(US$ in thousands)
Audit fees (1)
 
 1,207
 360
Tax fees (2)
 
 18
 —
Audit related fees (3)
 
 83
 80
(1)
“Audit fees” means the aggregate fees billed for professional services rendered by our principal auditors for the audit of our
annual financial statements and the review of our comparative interim financial statements.
(2)
“Tax fees” include fees billed for tax compliance and tax consultations.
(3)
“Audit-related fees” represent the aggregate fees billed in each of the fiscal years listed for the assurance and related services
rendered by our principal auditors that are reasonably related to the performance of the audit or review of our financial
statements and not reported under “Audit fees.”
The policy of our audit committee is to pre-approve all audit and other service provided by PricewaterhouseCoopers and WWC.
P.C. as described above, other than those for de minimis services which are approved by the Audit Committee prior to the completion of
the audit.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
Not applicable.

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ITEM 16F.
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
The Company engaged WWC. P.C. Certified Professional Accountants (“WWC”) as our independent registered public
accounting firm, effective September 30, 2024. The appointment of WWC was approved by the audit committee of the board of directors
of the Company. On September 30, 2024, PricewaterhouseCoopers (“PwC”), our former independent registered public accounting firm,
declined to stand for re-election.
The reports of PwC on the Company’s consolidated financial statements for the fiscal years ended December 31, 2023 and 2022
contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting
principle, except in the year ended December 31, 2023, the report included an emphasis of matter paragraph regarding the Company’s
continuing losses from operations, accumulated deficits and operating cash outflows, decreasing cash and cash equivalents and breaching
of certain financial covenants set out in one of the loan agreements, together with the Company’s evaluation of the conditions and events
and the Company’s plans to mitigate these matters.
During the fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through September 30, 2024,
there have been (i) no disagreements (as defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions thereto) between the
Company and PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of PwC, would have caused them to make reference thereto in their reports on the
Company’s consolidated financial statements for such years, and (ii) no reportable events (as defined in Item 16F(a)(1)(v) of Form 20-F),
except for the two material weaknesses identified relate to (1) the lack of sufficient accounting personnel with appropriate understanding
of U.S. GAAP and SEC reporting requirements, and (2) the lack of an up-to-date manual of accounting policies and procedures to
facilitate preparation of U.S. GAAP financial statements, which could result in adjustments to U.S. GAAP not identified in a timely and
complete manner, causing material misstatements in the Company’s financial reporting as disclosed under Item 15 of the Company’s
annual report on Form 20-F for the fiscal years ended December 31, 2023 and 2022.
The audit committee of the board of directors discussed the two material weaknesses with PwC and the Company has
authorized PwC to respond fully to inquiries of the successor auditor regarding the two material weaknesses.
We have provided PwC with a copy of the disclosures it is making in response to this Item 16F of this annual report on Form
20-F and requested that PwC furnish us with a letter addressed to the SEC indicating whether it agrees with the above statements, and if
not, stating the respects in which it does not agree. A copy of PwC’s letter dated April 29, 2025, is filed hereto as Exhibit 16.1 to this
annual report.
During the fiscal years of ended December 31, 2023 and 2022 and the subsequent interim period through September 30, 2024,
neither the Company nor anyone acting on its behalf consulted with WWC regarding either (i) the application of accounting principles to
a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated
financial statements, and neither a written report was provided to the Company nor was oral advice provided that WWC concluded was
an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii)
any matter that was either the subject of a disagreement (as defined in Item 16F(a)(1)(iv) and the related instructions), or a reportable
event (as defined in Item 16F(a)(1)(v) of Form 20-F).
ITEM 16G. CORPORATE GOVERNANCE
As a Cayman Islands company listed on the Nasdaq Global Market, we are subject to the Nasdaq corporate governance
requirements. However, Nasdaq Global Market 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 Nasdaq corporate governance requirements. We follow our home country practices and rely on certain exemptions provided by
the Nasdaq Stock Market Rules to a foreign private issuer, including exemptions from the requirements to have:
●
shareholder approval for certain events, including the establishment or amendment of certain equity based compensation
plans and arrangements and certain transactions involving issuances of a 20% or more interest in our company;
●
majority of independent directors on our board of directors;

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●
only independent directors being involved in the selection of director nominees and determination of executive officer
compensation; and
●
regularly scheduled executive sessions of independent directors.
As a result of our reliance on the corporate governance exemptions available to foreign private issuers, you will not have the
same protection afforded to shareholders of companies that are subject to all of Nasdaq’s corporate governance requirements. See “Item
3. Key Information—D. Risk Factors—Risks Related to Our American Depositary Shares—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.”
ITEM 16H.
MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
ITEM 16J. INSIDER TRADING POLICIES
We have adopted an insider trading policy (the “Insider Trading Policy”), which governs the purchase, sale and other
dispositions of our securities by our directors, executive officers and employees. Insider Trading Policy aims to promote compliance with
applicable insider trading laws, rules and regulations, and the Nasdaq listing standards. A copy of our Insider Trading Policy is filed as
Exhibit 11.2 to this Annual Report.
ITEM 16K. CYBERSECURITY
Cybersecurity Risk Management and Strategy
We have implemented processes for assessing, identifying and managing material risks from cybersecurity threats. These
processes mainly include:
●
conducting risk assessments to identify material cybersecurity risks to our critical systems, information, products and
services, as well as broader enterprise IT environment;
●
developing risk-based action plans to manage identified vulnerabilities and implementing new protocols and infrastructure
improvements;
●
investigating cybersecurity incidents, if any;
●
monitoring cybersecurity threats to sensitive data and unauthorized access to our systems;
●
implementing secure access control measures to our critical IT systems, equipment, and devices to prevent unauthorized
access; and
●
based on the severity of the cybersecurity risk and the potential impact of such risk on our business operations, developing
and executing protocols to promptly report material cybersecurity incidents our board of directors.

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128
We have also integrated cybersecurity risk management into our overall enterprise risk management system. In addition, we
hold cybersecurity, information security and threat awareness training on a regular basis.
We handle the assessment, identification, and management of cybersecurity risks in-house, without the use of third-party service
providers. In 2024, we did not have any cybersecurity incidents that have materially affected or are reasonably likely to materially affect
our business, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity
threats, or provide assurances that we have not experienced an undetected cybersecurity incident. For more information about these risks,
please see “Item 3.D. Key Information—Risk Factors—Risks Related to Our Business and Industry.”
Governance
Our board of directors oversees our cybersecurity risk profile and exposures. Specifically, our board of directors (i) maintains
oversight of the disclosure related to cybersecurity matters in our current reports or periodic reports (including annual reports on Form
20-F); (ii) reviews and approves material cybersecurity policies, and (iii) reviews updates to the status of any material cybersecurity
incidents or material risks from cybersecurity threats, and the disclosure issues, if any, presented by our IT department.
Our board of directors delegates its authorities and powers in managing risks associated with cybersecurity threats to our IT
department.
●
our IT department consists of four members, who have relevant experience in information security, compliance and risk
management. Our IT department is responsible for the daily operation and maintenance of our information systems and
monitoring and coordinating our cybersecurity risk management processes, including preparing internal policies and
remediation plans with respect to cybersecurity risk assessment and management, and promptly reporting material
cybersecurity risk or incidents to our board of directors.
●
In addition, our IT department is responsible for implementing our cybersecurity risk management plans, regularly
monitoring the prevention, detection, mitigation, and remediation of cybersecurity incidents, and reporting information
about our cybersecurity risk and assessments results to a senior member of the IT department. This senior member has
approximately seven years of experience in cybersecurity management.

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129
PART III
ITEM 17.
FINANCIAL STATEMENTS
We have elected to provide financial statements pursuant to “Item 18. Financial Statements.”.
ITEM 18.
FINANCIAL STATEMENTS
See pages beginning on page F-1 in this annual report.
ITEM 19.
EXHIBITS
Exhibit
Number
    
Description of Document
1.1*
Tenth Amended and Restated Memorandum and Articles of Association, as currently in effect
2.1
Registrant’s Specimen American Depositary Receipt (included in Exhibit 2.4)
2.2*
Registrant’s Specimen Certificate for Class A Ordinary Shares
2.3*
Description of the Rights of Ordinary Shares and ADSs
2.4
Form of Amendment No.1 to Deposit Agreement among the Registrant, the depositary and holders of the American
Depositary Receipts (incorporated by reference to Exhibit (a)(2) to the Post-effective Amendment No. 1 to Form F-6
Registration Statement (file No. 333-221860) filed with the Securities and Exchange Commission on October 31, 2022)
2.5
Post-effective Amendment No.1 to Form F-6 Registration Statement under the Securities Act of 1933 for Depositary
Shares Evidenced by American Depositary Receipts (file No. 33-221860) filed with the Securities and Exchange
Commission on October 31, 2022
4.7*
Form of Indemnification Agreement with Executive Officers and Directors
4.8
Form of Employment Agreement and One Way Non-disclosure Agreement with Executive Officers (incorporated by
reference to Exhibit 10.10 of our Registration Statement on Form F-1 (file No. 333-221034) filed with the Securities and
Exchange Commission on October 20, 2017)
4.9
Post-IPO Share Incentive Plan, as amended and restated on February 26, 2021 (incorporated by reference to Exhibit 10.1
of our Registration Statement on Form S-8 (file No. 333-253596) filed with the Securities and Exchange Commission on
February 26, 2021)
4.11
Agreement and Plan of Merger, dated as of November 29, 2024, by and among the Registrant, Overlord Merger Sub Ltd.,
and Amber DWM Holding Limited (incorporated by reference to Exhibit 99.2 to Form 6-K (file No. 001-38313) filed
with the Securities and Exchange Commission on November 29, 2024)
4.12
Amendment, Waiver and Framework Agreement, dated as of March 12, 2025, by and among iClick Interactive Asia
Group Limited, Amber DWM Holding Limited, Overlord Merger Sub Ltd., Amber Global Limited and WhaleFin
Technologies Limited (incorporated by reference to Exhibit 99.2 to Form 6-K (file No. 001-38313) filed with the
Securities and Exchange Commission on March 12, 2025)
4.14
Intercompany Services Agreement, dated as of March 12,2025, by and among Amber Match Limited and WhaleFin
Technologies Limited (incorporated by reference to Exhibit 99.4 to Form 6-K (file No. 001-38313) filed with the
Securities and Exchange Commission on March 12, 2025)
8.1*
Subsidiaries of the Registrant
11.1*
Code of Business Conduct and Ethics of the Registrant

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130
11.2*
Statement of Policies Governing Material Non-public Information and Prevention of Insider Trading of the Registrant
12.1*
CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2*
CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1**
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2**
CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.1*
Consent of Travers Thorp Alberga
15.2*
Consent of Jingtian & Gongcheng
15.3*
Consent of Commerce & Finance Law Offices
15.4*
Consent of Harry Elias Partnership LLP
15.5*
Consent of Taylor Wessing
15.6*
Consent of WWC, P.C.
15.7*
Consent of PricewaterhouseCoopers
16.1*
Letter from PricewaterhouseCoopers to the Securities and Exchange Commission
97.1*
Policy for the Recovery of Erroneously Awarded Compensation of the Registrant
101.INS*
Inline XBRL Instance Document—this instance document does not appear in the Interactive Data File because its XBRL
tags are not embedded within the Inline XBRL document
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104.*
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*
Filed with this annual report on Form 20-F
**
Furnished with this annual report on Form 20-F

Table of Contents
131
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and
authorized the undersigned to sign this annual report on this Form 20-F on its behalf.
 
Amber International Holding Limited
 
 
 
 
By:
/s/ Wayne Huo
 
Name: Wayne Huo
 
Title:
Chief Executive Officer, Director
 
 
 
Date: April 29, 2025
 
 
 
 
 

Table of Contents
F-1
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
Pages
Audited Consolidated Financial Statements
 
Report of Independent Registered Public Accounting Firm (PCAOB ID:1171)
F-2 – F-3
Report of Independent Registered Public Accounting Firm (PCAOB ID: 1389)
F-4
Consolidated Balance Sheets as of December 31, 2023 and 2024
F-5 – F-7
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2022, 2023 and 2024
F-8
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2022, 2023 and 2024
F-9 – F-11
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2023 and 2024
F-12 – F-13
Notes to the Consolidated Financial Statements
F-14 – F-86

Table of Contents
F-2
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Amber International Holding Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Amber International Holding Limited (Previously known as iClick
Interactive Asia Group Limited and its subsidiaries) (the “Company”) as of December 31, 2024, and the related consolidated statements
of comprehensive loss, of changes in shareholders’ equity and of cash flows for the year ended December 31, 2024, including 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 as of December 31, 2024, and the results of its operations and its
cash flows for the year ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of
America.
We also have audited the adjustments to the 2023 and 2022 consolidated financial statements to retrospectively present discontinued
operations as disclosed in Note 5 and the adoption of the change in disclosures for segment reporting as disclosed in Note 2(ak). In our
opinion, such adjustments are appropriate and have been properly applied. However, we were not engaged to audit, review, or apply any
procedures to the 2023 and 2022 consolidated financial statements of the Company other than with respect to such adjustments,
accordingly, we do not express an opinion or any other form of assurance on the 2023 and 2022 consolidated financial statements taken
as a whole.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on the Company’s consolidated financial statements based on our audit. 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 audit of these consolidated financial statements 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 consolidated 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 audit 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 audit included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated financial statements. Our audit also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Table of Contents
F-3
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements
that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are
material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole,
and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Revenue recognition- Specified actions
Description of the Matter
As disclosed in Note 2 to the consolidated financial statements, the Company’s total revenue is approximately $32.8 million for the year
ended December 31, 2024 of which approximately $19.4 million was derived from the specified actions revenue stream.
The principal considerations that led us to determine that specified actions revenue is a critical audit matter are the significant judgment
involved in determining the revenue recognition for these transactions. This determination depends on the facts and circumstances of
each arrangement. Revenue generated from specified actions is recognized at a point-in-time when the company has delivered the
specified actions as requested by customers. The specified actions contracts entered with customers vary in different specific terms.
Consequently, the audit procedures performed to audit the specified actions revenue are customized based on the specific terms as written
in each contract. This resulted in significant extent of audit effort required to obtain sufficient relevant audit evidence to address this
matter and required a high degree of auditor judgement.
The primary procedures we performed to address this critical audit matter included the following, among others:
●
Obtained relevant contracts and performed assessment on revenue recognition in accordance with ASC 606 Revenue from Contract
with Customers 5-step model.
●
Performed test of details on a sampling basis and inspected each contract and the relevant supporting documents.
●
Reviewed the service contracts/order to identify the specific performance obligations and vouched to various sources of audit
evidence to assess the delivery of performance obligation.
/s/WWC, P.C.
WWC, P.C.
Certified Public Accountants
PCAOB ID No. 1171
We have served as the Company’s auditor since 2024.
San Mateo, California
April 29, 2025

Table of Contents
F-4
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Amber International Holding Limited (formerly known as iClick Interactive Asia Group
Limited)
Opinion on the Financial Statements
We have audited the consolidated balance sheet of Amber International Holding Limited (formerly known as iClick Interactive Asia
Group Limited) and its subsidiaries (the “Company”) as of December 31, 2023, and the related consolidated statements of
comprehensive loss, of changes in shareholders’ equity and of cash flows for each of the two years in the period ended December 31,
2023, including the related notes (collectively referred to as the “consolidated financial statements”), before the effects of the adjustments
to retrospectively reflect the effects of discontinued operations described in Note 5 and the adoption of the change in disclosures for
reportable segment as described in Note 2(ak). In our opinion, the consolidated financial statements, before the effects of the adjustments
to retrospectively reflect the effects of discontinued operations described in Note 5 and the adoption of the change in disclosures for
reportable segment as described in Note 2(ak), present fairly, in all material respects, the financial position of the Company as of
December 31, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023
in conformity with accounting principles generally accepted in the United States of America (the 2023 financial statements before the
effects of the adjustments discussed in Note 5 and Note 2(ak) are not presented herein).
We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively reflect the effects of discontinued
operations described in Note 5 and the adoption of the change in disclosures for reportable segment as described in Note 2(ak) and
accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been
properly applied. Those adjustments were audited by other auditors.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on the Company’s consolidated financial statements, before the effects of the adjustments described above, 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 of these consolidated financial statements, before the effects of the adjustments described above, 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 consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated 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
consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers
Hong Kong, the People’s Republic of China
June 20, 2024
We served as the Company’s auditor from 2016 to 2024.

Table of Contents
F-5
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2023 AND 2024
(US$’000, except share data and per share data, or otherwise noted)
    
  
    
As of December 31,
Note
2023
    
2024
Assets
 
   
   
  
Current assets
 
   
   
  
Cash and cash equivalents
 
6  
14,257  
19,639
Time deposits
 
6  
258  
—
Restricted cash
 
7  
26,749  
—
Short-term investments
 
2(k)
1,939  
6,573
Amount due from an equity investee
 
8(b)
6  
6
Accounts receivable, net of allowance for credit losses of US$1,434 and US$2,633 as
of December 31, 2023 and 2024, respectively
 
10  
13,535  
10,020
Rebates receivable
 
 
778  
445
Prepaid media costs
 
 
6,332  
6,287
Other current assets, net of allowance for credit losses of US$23 and US$1,376 as of
December 31, 2023 and 2024, respectively
 
11  
2,461  
5,628
Current assets of discontinued operations
5
93,488
—
Total current assets
 
 
159,803  
48,598
Non-current assets
 
 
Deferred tax assets
 
23(e)
—
—
Property and equipment, net
 
12  
—
13
Investment in an equity investee
 
8(a)
218
142
Other long-term investments
 
9  
3,179  
—
Intangible assets, net
 
13  
—  
60
Right-of-use assets, net
 
15  
54  
460
Other assets, net of allowance for credit losses of US$nil and US$nil as of December
31, 2023 and 2024, respectively
 
11  
145  
324
Non-current assets of discontinued operations
5
305
—
Total non-current assets
 
3,901  
999
Total assets
 
163,704  
49,597
The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents
F-6
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
CONSOLIDATED BALANCE SHEETS (CONTINUED)
AS OF DECEMBER 31, 2023 AND 2024
(US$’000, except share data and per share data, or otherwise noted)
    
  
    
As of December 31,
Note
2023
    
2024
Liabilities and equity
 
   
   
  
Current liabilities
 
   
   
  
Accounts payable (including accounts payable of the consolidated variable interest
entity (“VIE”) and its subsidiaries without recourse to the Company of US$1,065 and
US$1,891 as of December 31, 2023 and 2024, respectively)
 
4,462  
5,192
Deferred revenue (including deferred revenue of the consolidated VIE and its
subsidiaries without recourse to the Company of US$nil and US$5 as of December
31, 2023 and 2024, respectively)
 
16  
7,611  
8,680
Accrued liabilities and other current liabilities (including accrued liabilities and other
current liabilities of the consolidated VIE and its subsidiaries without recourse to the
Company of US$646 and US660 as of December 31, 2023 and 2024, respectively)
 
17  
10,157  
15,726
Lease liabilities (including lease liabilities of the consolidated VIE and its subsidiaries
without recourse to the Company of US$64 and US$67 as of December 31, 2023 and
2024, respectively)
 
15  
957  
466
Bank borrowings (including bank borrowing of the consolidated VIE and its
subsidiaries without recourse to the Company of US$1,951 and US$1,933 as of
December 31, 2023 and 2024, respectively)
 
18  
1,965  
1,933
Income tax payable (including income tax payable of the consolidated VIE and its
subsidiaries without recourse to the Company of US$433 and US$427 as of
December 31, 2023 and 2024, respectively)
 
1,487  
1,468
Current liabilities of discontinued operations
5
93,433
—
Total current liabilities
 
120,072  
33,465
Non-current liabilities
 
   
 
Lease liabilities (including lease liabilities of the consolidated VIE and its subsidiaries
without recourse to the Company of US$48 and US$34 as of December 31, 2023 and
2024, respectively)
 
15  
500  
633
Deferred tax liabilities (including deferred liabilities of the consolidated VIE and its
subsidiaries without recourse to the Company of US$26 and US$nil as of December
31, 2023 and 2024, respectively)
 
23(e)
1,111  
1,077
Accrued liabilities and other liabilities
 
17  
36  
40
Non-current liabilities of discontinued operations
5
733
—
Total non-current liabilities
 
2,380  
1,750
Total liabilities
 
122,452  
35,215
Commitments and contingencies
 
27  
—  
—
The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents
F-7
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
CONSOLIDATED BALANCE SHEETS (CONTIUNUED)
AS OF DECEMBER 31, 2023 AND 2024
(US$’000, except share data and per share data, or otherwise noted)
    
  
    
As of December 31,
Note
2023
    
2024
Equity
 
   
   
  
Ordinary shares – Class A (80,000,000 shares authorized as of December 31, 2023 and
2024, respectively; 44,477,356 and 39,344,526 shares issued and outstanding as of
December 31, 2023 and 2024, respectively)
 
19  
45  
39
Ordinary shares – Class B (20,000,000 shares authorized as of December 31, 2023 and
2024, respectively; 5,034,427 and 5,034,427 shares issued and outstanding as of
December 31, 2023 and 2024, respectively)
 
19  
5  
5
Treasury shares (6,398,614 and 3,011,702 shares as of December 31, 2023 and 2024,
respectively)
 
19  
(28,656) 
(32)
Additional paid-in capital
 
530,521  
502,635
Statutory reserves
 
81  
81
Accumulated other comprehensive losses
 
(4,069) 
(305)
Accumulated deficit
 
(460,802) 
(489,400)
Total iClick Interactive Asia Group Limited shareholders’ equity
 
37,125  
13,023
Non-controlling interests
 
4,127  
1,359
Total equity
 
41,252  
14,382
Total liabilities and equity
 
163,704  
49,597
The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents
F-8
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 AND 2024
(US$’000, except share data and per share data, or otherwise noted)
    
  
    
For the years ended December 31,
Note
2022
    
2023
    
2024
Net revenues
2(v)  
46,571  
36,051  
32,806
Cost of revenues
 
(22,605) 
(16,970) 
(16,059)
Gross profit
 
23,966  
19,081  
16,747
Operating expenses
 
 
 
Research and development expenses
 
(1,810) 
(923) 
(878)
Sales and marketing expenses
 
(18,588) 
(17,280) 
(7,118)
General and administrative expenses
 
(16,180) 
(10,838) 
(26,058)
Impairment of long-lived assets
(1,844)
(1,684)
(53)
Impairment of goodwill
(9,834)
—
—
Total operating expenses
 
(48,256) 
(30,725) 
(34,107)
Operating loss
 
(24,290) 
(11,644) 
(17,360)
Interest income
 
711  
1,162  
1,083
Interest expense
 
(61) 
(193) 
(511)
Other losses, net
 
22  
(18,417) 
(2,299) 
(7,210)
Loss from continuing operations before share of loss from an equity investee and income
tax expense
 
(42,057) 
(12,974) 
(23,998)
Share of losses from an equity investee
 
8(a)
(75) 
(61) 
(76)
Income tax (expense)/credit
23  
(1,560) 
(648) 
68
Net loss from continuing operations
 
(43,692) 
(13,683) 
(24,006)
Net loss attributable to non-controlling interests
 
1  
103  
71
Net loss attributable to iClick Interactive Asia Group Limited’s ordinary shareholders
 
(43,691) 
(13,580) 
(23,935)
Discontinued operations
Loss from operations of discontinued operations
(171,856)
(25,188)
(7,666)
Income tax credit/(expense)
12,742
1
(23)
Gain on disposal of discontinued operations
—
—
2,585
Net loss from discontinued operations
(159,114)
(25,187)
(5,104)
Net loss attributable to non-controlling interests
1,930
77
32
Net loss from discontinued operations attributable to iClick Interactive Asia Group Limited’s
ordinary shareholders
(157,184)
(25,110)
(5,072)
Net loss
(202,806)
(38,870)
(29,110)
Other comprehensive loss:
Change in net retirement benefits plan – prior service cost
—
(32)
—
Foreign currency translation adjustment, net of US$nil tax
(5,060)
(3)
3,749
Comprehensive loss
(207,866)
(38,905)
(25,361)
Comprehensive loss attributable to non-controlling interests
2,045
232
2,768
Comprehensive loss attributable to iClick Interactive Asia Group Limited
(205,821)
(38,673)
(22,593)
Net loss per share attributable to iClick Interactive Asia Group Limited - Basic
 
 
 
Continued operations
24
(0.86)
(0.26)
(0.52)
Discontinued operations
24  
(3.12)
(0.49)
(0.11)
Net loss per share attributable to iClick Interactive Asia Group Limited - Diluted
 
 
 
Continued operations
 
24  
(0.86) 
(0.26) 
(0.52)
Discontinued operations
 
24  
(3.12)
(0.49)
(0.11)
Weighted average number of ordinary shares used in per share calculation:
 
   
 
 
- Basic
 
24  
50,420,225  
51,118,300  
45,806,953
- Diluted
 
24  
50,420,225  
51,118,300  
45,806,953
The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents
F-9
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 AND 2024
(US$’000, except share data and per share data, or otherwise noted)
    
Ordinary shares
    
Treasury shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
Total iClick
Interactive
Accumulated
Asia Group
Number
Number
Additional
other
Limited
Non-
of
of
paid-in
Accumulated
Statutory
comprehensive
shareholders’
controlling
Total
shares
Amount
shares
Amount
capital
deficit
reserves
income/(losses)
equity
interests
equity
Balance as of
December
31, 2021
  47,899,942
48
2,323,802
(20,908)
525,508
(221,237)
81
860
284,352
7,237
291,589
Reissuance of
treasury
shares upon
exercise of
employee
share options
and vesting
of RSUs
 
139,871
—
(139,871)
25
43
—
—
—
68
—
68
Share-based
compensation
expense
 
—
—
—
—
3,794
—
—
—
3,794
—
3,794
Issuance of
shares upon
vesting of
RSUs
 
345,000
—
—
—
—
—
—
—
—
—
—
Repurchase of
ordinary
shares
 
—
—
3,659,404
(7,574)
—
—
—
—
(7,574)
—
(7,574)
Purchase of
interest in a
subsidiary
from non-
controlling
interests
 
386,415
1
—
—
110
—
—
—
111
(833)
(722)
Net loss for the
year
 
—
—
—
—
—
(200,875)
—
—
(200,875)
(1,931)
(202,806)
Foreign
currency
translation
 
—
—
—
—
—
—
—
(4,946)
(4,946)
(114)
(5,060)
Balance as of
December
31, 2022
  48,771,228
49
5,843,335
(28,457)
529,455
(422,112)
81
(4,086)
74,930
4,359
79,289
The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents
F-10
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 AND 2024
(US$’000, except share data and per share data, or otherwise noted)
    
Ordinary shares
    
Treasury shares
    
  
    
  
    
  
    
  
    
  
    
  
    
  
    
    
Total iClick
Interactive
Accumulated
Asia Group
Number
Number
Additional
other
Limited
Non-
of
of
paid-in
Accumulated
Statutory
comprehensive
shareholders’
controlling
Total
shares
Amount
shares
Amount
capital
deficit
reserves
income/(losses)
equity
interests
equity
Balance as of
December
31, 2022
  48,771,228  
49   5,843,335   (28,457)  529,455  
(422,112) 
81
(4,086)
74,930
4,359
79,289
Reissuance of
treasury
shares upon
exercise of
employee
share options
and vesting
of RSUs
 
79,136  
—  
(79,136) 
15  
(15) 
—  
—
—
—
—
—
Share-based
compensation
expense
 
—  
—  
—  
—  
1,082  
—  
—
—
1,082
—
1,082
Issuance of
shares upon
vesting of
RSUs
 
275,000  
—  
—  
—  
—  
—  
—
—
—
—
—
Repurchase of
ordinary
shares
 
—  
—  
634,415  
(214) 
—  
—  
—
—
(214)
—
(214)
Purchase of
interest in a
subsidiary
from non-
controlling
interests
 
386,419  
1  
—  
—  
(1) 
—  
—
—
—
—
—
Net loss for the
year
 
—  
—  
—  
—  
—  
(38,690) 
—
—
(38,690)
(180)
(38,870)
Change in net
retirement
benefits plan
– prior
service cost
—
—
—
—
—
—
—
(32)
(32)
—
(32)
Foreign
currency
translation
 
—  
—  
—  
—  
—  
—  
—
49
49
(52)
(3)
Balance as of
December
31, 2023
  49,511,783  
50   6,398,614   (28,656)  530,521  
(460,802) 
81
(4,069)
37,125
4,127
41,252
The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents
F-11
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 AND 2024
(US$’000, except share data and per share data, or otherwise noted)
    
Ordinary shares
    
Treasury shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
Total iClick
Interactive
Accumulated
Asia Group
Number
Number
Additional
other
Limited
Non-
of
of
paid-in
Accumulated
Statutory
comprehensive
shareholders’
controlling
Total
shares
Amount
shares
Amount
capital
deficit
reserves
income/(losses)
equity
interests
equity
Balance as of
December 31,
2023
  49,511,783
50
6,398,614
(28,656)
530,521
(460,802)
81
(4,069)
37,125
4,127
41,252
Reissuance of
treasury shares
upon exercise of
employee share
options and
vesting of RSUs 
769,500
—
(769,500)
50
(50)
—
—
—
—
—
—
Share-based
compensation
expense
 
—
—
—
—
732
—
—
—
732
—
732
Issuance of
ordinary shares
but held as
treasury shares  
—
—
3,335,153
(3)
3
—
—
—
—
—
—
Cancellation of
repurchase of
ordinary shares
(Note 20)
 
(5,952,565)
(6)
(5,952,565)
28,577
(28,571)
—
—
—
—
—
—
Purchase of
interest in a
subsidiary from
non-controlling
interests (Note
1(a)(iii))
 
50,235
—
—
—
—
—
—
—
—
—
—
Deconsolidation
of discontinued
operations
 
—
—
—
—
—
409
—
—
409
(2,650)
(2,241)
Net loss for the
year
—
—
—
—
—
(29,007)
—
—
(29,007)
(103)
(29,110)
Foreign currency
translation
 
—
—
—
—
—
—
—
3,764
3,764
(15)
3,749
Balance as of
December 31,
2024
  44,378,953
44
3,011,702
(32)
502,635
(489,400)
81
(305)
13,023
1,359
14,382
The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents
F-12
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 AND 2024
(US$’000, except share data and per share data, or otherwise noted)
For the years ended December 31, 
    
2022
    
2023
    
2024
Cash flows from operating activities
 
Net loss
 
(202,806)
(38,870)
(29,110)
Net loss from discontinued operations, net of income taxes
159,114
25,187
5,104
Net loss from continued operations, net of income taxes
(43,692)
(13,683)
(24,006)
Adjustments to reconcile net loss to net cash used in operating activities
 
Depreciation of property and equipment
 
319
137
4
Amortization of intangible assets
 
733
566
—
Amortization of right-of-use assets
 
1,328
478
129
Gains on disposals of property and equipment
 
(18)
(9)
—
Allowance for/(reversal of) credit losses on accounts receivable
 
930
(465)
1,956
Allowance for credit losses on loans and interest receivable
 
—
23
1,353
Share-based compensation expenses
 
3,794
1,082
732
Fair value losses/(gains) on short-term investments
 
2,422
(447)
400
Fair value gain on long-term investment
 
—
(179)
(308)
Impairment of goodwill
9,834
—
—
Impairment of intangible assets
 
590
426  
—
Impairment of long-term investments
6,689
1,034
3,487
Impairment of property and equipment
 
240
185  
—
Impairment of right-of-use assets
 
1,014
1,073  
53
Fair value changes on contingent consideration payables
8,396
—
—
Deferred tax
 
1,121  
506  
(34)
Share of losses from an equity investee
 
75  
61  
76
Changes in operating assets and liabilities, net
 
 
 
Accounts receivable
 
(4,142) 
(1,832) 
1,560
Prepayments and other assets
 
1,549  
796  
(4,651)
Rebates receivables
 
801  
(74) 
333
Prepaid media costs
 
7,244  
337  
45
Accounts payable
 
(4,165) 
515  
730
Accrued liabilities and other current liabilities
 
(6,785) 
7,446  
6,057
Deferred revenue
 
2,854  
(8,308) 
585
Income tax payable
 
(810) 
(72) 
—
Income tax recoverable
 
(242) 
(60) 
(63)
Lease liabilities
 
(1,370) 
(1,167) 
(931)
Amount due from an equity investee
 
(36) 
270  
—
Net cash used in operating activities from continuing operations
(11,327)
(11,361)
(12,493)
Net cash provided by/(used in) operating activities from discontinued operations
82,431
(8,065)
(9,336)
Net cash provided by/(used in) operating activities
 
71,104  
(19,426) 
(21,829)
Cash flows from investing activities
 
 
 
Purchase of property and equipment
 
(126)
(83)
(16)
Purchase of intangible assets
 
—
—
(60)
(Purchase)/redemption of short-term investments
 
(1,710)
1,585
(2,763)
(Purchase)/disposal of other long-term investments
 
(6,500)
1,936
—
Redemption/(purchase) of time deposits
 
11,118
(248)
258
Acquisition of businesses, net of cash received
 
(7,742)
(5,161)
—
Proceeds from disposal of property and equipment
36
11
—
Cash inflow from disposal of discontinued operations, net of cash disposed
 
—
—
768
Net cash used in investing activities from discontinued operations
(4,924)
(1,960)
(1,813)
Net cash provided by investing activities from discontinued operations
 
947
973
812
Net cash used in investing activities
 
(3,977)
(987)
(1,001)

Table of Contents
F-13
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 AND 2024
(US$’000, except share data and per share data, or otherwise noted)
For the years ended December 31, 
    
2022
    
2023
    
2024
Cash flows from financing activities
 
 
 
Proceeds from exercise of share options
 
68
—  
—
Proceeds from bank borrowings
 
5,855
1,897  
609
Repayments of bank borrowings
 
(6,098)
(1,523) 
(35,601)
Repurchase of ordinary shares
 
(7,574)
(214) 
—
Net cash (used in)/provided by financing activities from continuing operation
 
(7,749)
160  
(34,992)
Net cash used in financing activities from discontinuing operation
 
(29,540)
(6,249) 
(1,533)
Net cash used in financing activities
 
(37,289)
(6,089) 
(36,525)
Net increase/(decrease) in cash and cash equivalents and restricted cash
 
29,838
(26,502) 
(59,355)
Cash and cash equivalents and restricted cash at the beginning of year
 
77,589
105,297  
77,522
Effect on exchange rate changes on cash and cash equivalents and restricted cash
 
(2,130)
(1,273) 
1,472
Cash and cash equivalents and restricted cash at the end of year
105,297
77,522
19,639
Less: Cash and cash equivalents of discontinued operations
(39,310)
(36,516)
—
Cash and cash equivalents and restricted cash at the end of year from continuing
operations
 
65,987
41,006  
19,639
Reconciliation of cash and cash equivalents and restricted cash within the consolidated
balance sheets to the amounts shown in the consolidated statements of cash flows
above:
 
 
Cash and cash equivalents
 
43,451
14,257  
19,639
Restricted cash, current
 
22,536
26,749  
—
 
65,987
41,006  
19,639
Supplemental disclosure of cash flow information:
 
 
Interests paid
 
(2,114)
(1,431) 
(511)
Cash paid for income taxes
 
(1,949)
(341) 
(28)
Supplemental schedule of non-cash investing and financing activities:
 
 
Issuance of ordinary shares upon acquisition of interest in a subsidiary from non-controlling
interests
1,577
—
—
Issuance of ordinary shares but held as treasury shares
 
—
—  
3
Transfer of short-term investment from discontinued operations
 
—
—  
2,274
The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-14
1
Organization and principal activities
(a)
Organization and nature of operation
Amber International Holding Limited which was previously known as iClick Interactive Asia Group Limited (“iClick Cayman”)
prior to the consummation of the merger (Note 28). Amber International Holding Limited (“Amber International”) is a Cayman
Islands holding company with no operations of its own and conducts its business through its subsidiaries.
Amber International and its subsidiaries are collectively referred to as (“the Company”). Amber International was incorporated
under the law of Cayman Islands as a limited company on February 3, 2010. The Company is principally engaged in (i) the
provision of online advertising services (“Marketing Solutions”) and (ii) the provision of software and data analytical tool
licenses, customer relationship management solutions, and digitalized operational solutions (“Enterprise Solutions”). The
Company’s principal operations and geographic market are in Greater China and have offices in Hong Kong and The People’s
Republic of China (“the PRC”). There are also sales teams in Singapore and the United Kingdom. Subsequent on March 12,
2025, the company name was changed from “iClick Interactive Asia Group Limited” to “Amber International Holding
Limited”. See Note 28 to the consolidated financial statements for details.
The accompanying consolidated financial statements include the financial statements of Amber International, its principal
subsidiaries and consolidated VIE and the VIE’s subsidiaries (defined in Note 1(b)) as follows:
    
    Effective interest held
    
    
    
through equity
ownership/
contractual
Date of
Place of
arrangements
incorporation/
incorporation/
Principal 
Name
Relationship
(Note (i))
establishment
establishment
activities
iClick Interactive Asia Limited
 
Subsidiary
 
100 %
December 2008  
Hong Kong
 
Online advertising, SaaS
products and services
China Search (Asia) Limited
 
Subsidiary
 
100 %
September 2010  
Hong Kong
 
Online advertising
iClick Interactive (Singapore) Pte. Ltd.
 
Subsidiary
 
100 %
January 2011
 
Singapore
 
Online advertising
Search Asia Technology (Shenzhen) Co., Ltd.
 
Subsidiary
 
100 %
January 2011
 
The PRC
 
Online advertising
CMRS Digital Solutions Limited
Subsidiary
100 %
April 2008
Hong Kong
Online advertising, SaaS
products and services
Beyond Digital Solutions Limited
 
Subsidiary
 
100 %
April 2010
 
Hong Kong
 
Online advertising, SaaS
products and services
CruiSo Digital Solutions Limited
 
Subsidiary
 
100 %
May 2011
 
Hong Kong
 
Online advertising, SaaS
products and services
Beijing OptAim Network Technology Co., Ltd.
(“Beijing OptAim”)
VIE
100 %
September 2012
The PRC
Online advertising
Shanghai Myhayo Technology Co., Ltd.
(“Myhayo”) (Note (ii))
VIE’s
subsidiary
36.8 %
May 2017
The PRC
Mobile content aggregator and
online advertising
Anhui Myhayo Technology Co., Ltd. (“Anhui
Myhayo”) (Note (ii))
VIE’s
subsidiary
36.8 %
September 2018
The PRC
Mobile content aggregator and
online advertising

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-15
1
Organization and principal activities (Continued)
(a)
Organization and nature of operation (Continued)
The accompanying consolidated financial statements include the financial statements of iClick Cayman, its principal
subsidiaries and consolidated VIE and the VIE’s subsidiaries (defined in Note 1(b)) as follows: (Continued)
Note:
(i)
Save for the impacts from the transactions detailed in Note (iii) below, there was no change in iClick Cayman’s
effective interest held through equity ownership/ contractual arrangements over the principal subsidiaries and
consolidated VIE and the VIE’s subsidiaries during the years ended December 31, 2022, 2023 and 2024.
(ii)
Although iClick Cayman owns less than 50% ownership in these entities, these entities are consolidated as iClick
Cayman obtains control with its controlling voting right at the level of both shareholders and board of directors
pursuant to agreements with other investors of these entities.
(iii)
In August 2022, iClick Cayman acquired 40.16% equity interest of Changyi (Shanghai) Information Technology Ltd.
(“Changyi”) from non-controlling interests using cash consideration of US$722 and 1,545,663 class A ordinary shares
of iClick Cayman with a fair market value of US$1,577, resulting in a transfer of non-controlling interests of US$833
to additional paid-in capital for the year ended December 31, 2022. Out of the 1,545,663 consideration ordinary shares,
386,415, 386,419 and 50,235 shares were issued in 2022, 2023 and 2024, respectively. The remaining 722,594 shares
will be issued in 2025. In July 2024, the Company disposed its entire shareholdings in Changyi.
(b)
Consolidated VIE and VIE’s subsidiaries
When iClick Cayman acquired OptAim (Beijing) Information Technology Co., Ltd (“OptAim WFOE”) in July 2015, OptAim
WFOE is considered as a foreign invested enterprise and any foreign ownership in advertising business was subject to certain
restrictions under the PRC laws and regulations at that time. To comply with the then-effective PRC laws and regulations,
certain of the Company’s operations are conducted through Beijing OptAim and its subsidiaries (together, “OptAim VIE”).
OptAim WFOE, a wholly-owned subsidiary of iClick Cayman, or a wholly foreign owned enterprise (“WFOE”) of iClick
Cayman, entered into a series of contractual agreements among Beijing OptAim and Beijing OptAim’s legal shareholders.
Management evaluated the contractual relationships among iClick Cayman, OptAim WFOE and OptAim VIE as detailed below,
and concluded that OptAim WFOE is the primary beneficiary of OptAim VIE. As a result, OptAim VIE’s results of operations,
assets and liabilities have been included in the Company’s consolidated financial statements.
As a result of an internal restructuring within the Company in 2021 to move the VIE structure from OptAim WFOE to Beijing
WFOE (being another wholly-owned subsidiary of iClick Cayman in the PRC), on November 1, 2021, the VIE contractual
agreements as detailed below were amended and restated, which were to provide Beijing WFOE with the power, rights and
obligations equivalent in all material respects to those it would possess as the principal equity holder of OptAim VIE by signing
such contractual agreements among Beijing OptAim and Beijing OptAim’s legal shareholders to have Beijing WFOE replacing
OptAim WFOE as the primary beneficiary of OptAim VIE.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-16
1
Organization and principal activities (Continued)
(b)
Consolidated VIE and VIE’s subsidiaries (Continued)
OptAim VIE
iClick Cayman’s relationships with Beijing OptAim and its shareholders are governed by the following contractual
arrangements:
●
Cooperative Agreement
Under the cooperative agreement between OptAim WFOE/Beijing WFOE and Beijing OptAim, OptAim
WFOE/Beijing WFOE has the exclusive right to provide to Beijing OptAim, among others, technical consulting,
technical support, business consulting, and appointment and dismissal of employees. OptAim WFOE/Beijing WFOE
will collect a fee from Beijing OptAim to be determined at the sole discretion of OptAim WFOE/Beijing WFOE. The
term of this agreement will not expire unless OptAim WFOE/Beijing WFOE provides prior written notice to Beijing
OptAim.
●
Purchase Option Agreement
The parties to the purchase option agreement are OptAim WFOE/Beijing WFOE, Beijing OptAim and each of the
shareholders of Beijing OptAim. Under the purchase option agreement, each of the shareholders of Beijing OptAim
irrevocably granted OptAim WFOE/Beijing WFOE or its designated representative(s) an exclusive option to purchase,
to the extent permitted under PRC law, all or part of its equity interests in Beijing OptAim. OptAim WFOE/Beijing
WFOE or its designated representative(s) have sole discretion as to when to exercise such options, either in part or in
full. Without prior written consent from OptAim WFOE/Beijing WFOE, Beijing OptAim’s shareholders shall not sell,
transfer, mortgage or otherwise dispose their equity interests in Beijing OptAim. The agreement will not expire until all
shares of Beijing OptAim are transferred to OptAim WFOE/Beijing WFOE or its designated representative(s).
●
Power of Attorney
Pursuant to the irrevocable power of attorney executed by the shareholders of Beijing OptAim, Beijing OptAim
appointed OptAim WFOE/Beijing WFOE as its attorney-in-fact to exercise all shareholders’ rights in Beijing OptAim,
including, without limitation, the power to vote on all matters of Beijing OptAim.
Beijing OptAim requires shareholder approval under PRC laws and regulations and the articles of association of
Beijing OptAim. The power of attorney will remain in force until OptAim WFOE/Beijing WFOE provides prior
written notice to Beijing OptAim.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-17
1
Organization and principal activities (Continued)
(b)
Consolidated VIE and VIE’s subsidiaries (Continued)
●
Pledge Agreement
Pursuant to the pledge agreement between OptAim WFOE/Beijing WFOE and the shareholders of Beijing OptAim, the
shareholders of Beijing OptAim have pledged all of their equity interests in Beijing OptAim to OptAim WFOE/Beijing
WFOE to guarantee the performance by Beijing OptAim under the cooperative agreement, purchase option agreement,
and powers of attorney. If Beijing OptAim and/or its shareholders breach their contractual obligations under those
agreements, OptAim WFOE/Beijing WFOE, as pledgee, will be entitled to certain rights, including the right to sell the
pledged equity interests. Under the pledge agreement, the shareholders of Beijing OptAim are not able to provide any
other guarantee by pledging the shares of Beijing OptAim, transfer or sell their pledged shares to other individual,
change share capital of Beijing OptAim or transfer or sell the assets out of Beijing OptAim. The shareholders of
Beijing OptAim have completed the registration of the equity pledge with the relevant office of the Administration for
Industry and Commerce in accordance with the PRC Property Rights Law on June 21, 2017.
Through the aforementioned contractual agreements, OptAim VIE is considered VIE in accordance with Generally Accepted
Accounting Principles in the United States (“U.S. GAAP”) because iClick Cayman, through OptAim WFOE/Beijing WFOE,
has the ability to:
●
exercise effective control over OptAim VIE whereby having the power to direct OptAim VIE’s activities that most
significantly drive the economic results of OptAim VIE;
●
receive substantially all of the economic benefits and residual returns, and absorb substantially all the risks and
expected losses from OptAim VIE as if it was their sole shareholder; and
●
have an exclusive option to purchase all of the equity interests in OptAim VIE.
As of December 31, 2023 and 2024, the total assets of OptAim VIE (excluding amounts due from subsidiaries of the Company)
were US$6,017 and US$6,649, respectively, mainly comprising cash and cash equivalents, accounts receivable, prepaid media
costs, property and equipment, intangible assets, right-of-use assets, other long-term investment and other assets. As of
December 31, 2023 and 2024, the total liabilities of OptAim VIE (excluding amounts due to subsidiaries of the Company) were
US$4,233 and US$5,017 respectively, mainly comprising accounts payable, deferred revenue, lease liabilities, bank borrowings,
income tax payable, accrued liabilities and other current liabilities, and deferred tax liabilities.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-18
1
Organization and principal activities (Continued)
(b)
Consolidated VIE and VIE’s subsidiaries (Continued)
In accordance with the aforementioned agreements, iClick Cayman has the power to direct activities of OptAim VIE, and can
have assets transferred out of OptAim VIE. Therefore iClick Cayman considers that there is no asset in OptAim VIE that can be
used only to settle obligations of OptAim VIE, except for registered capital and PRC statutory reserves of OptAim VIE
amounting to US$2,081 and US$1,305, respectively, as of December 31, 2023 and 2024. As Beijing OptAim and its subsidiaries
were incorporated as limited liability companies under the PRC Company Law, the creditors do not have recourse to the general
credit of iClick Cayman for all the liabilities of OptAim VIE. Currently there is no contractual arrangement that could require
iClick Cayman to provide additional financial support to OptAim VIE.
As iClick Cayman is conducting its PRC online advertising services business through OptAim VIE, iClick Cayman will, if
needed, provide such support on a discretion basis in the future, which could expose iClick Cayman to a loss.
There is no VIE where iClick Cayman has variable interest but is not the primary beneficiary.
In the opinion of iClick Cayman’s management, the contractual arrangements among its subsidiary, the VIE and the nominee
shareholder are in compliance with current PRC laws and are legally binding and enforceable. However, uncertainties in the
interpretation and enforcement of the PRC laws, regulations and policies could limit iClick Cayman’s ability to enforce these
contractual arrangements. In addition, the nominee shareholder of the VIE is Mr. Jian Tang, the chairman of our board of
directors and our chief executive officer, who controls around 30% of iClick Cayman in terms of voting power. Therefore, the
enforceability of the contractual agreements between iClick Cayman’s subsidiary, the VIE and its nominee shareholder depends
on whether the shareholder will fulfil these contractual agreements. As a result, iClick Cayman may be unable to consolidate the
VIE and VIE’s subsidiaries in the consolidated financial statements.
iClick Cayman’s ability to control OptAim VIE also depends on the power of attorney and the effect of the share pledge under
the Pledge Agreement and OptAim WFOE/Beijing WFOE has to vote on all matters requiring shareholder approval in OptAim
VIE. As noted above, iClick Cayman believes this power of attorney is legally enforceable but may not be as effective as direct
equity ownership.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-19
2
Principal accounting policies
(a)
Basis of preparation
The consolidated financial statements have been prepared in accordance with the U.S. GAAP. Significant accounting policies
followed by the Company in the preparation of the accompanying consolidated financial statements are summarized below.
Effective from November 14, 2022, iClick Cayman changed the ratio of the ADS representing its Class A ordinary shares from
one ADS representing one-half of one Class A ordinary share to one ADS representing five Class A ordinary shares.
Liquidity
The Company incurred net losses from continuing operations of US$43,692, US$13,683 and US$24,006 for the years ended
December 31, 2022, 2023 and 2024, respectively. Accumulated deficit was amounted to US$460,802 and US$489,400 as of
December 31, 2023 and 2024, respectively. Net operating cash outflow from continuing operations of US$11,327, US$11,361
and US$12,493 was noted for the years ended December 31, 2022, 2023 and 2024. The board of directors has reviewed the
Group’s current cash position and cash flow projections prepared by the management. The board of directors are of the opinion
that, taking into account the disposal of certain loss-making businesses which hindered the Company’s operational efficiency,
alongside the ongoing implementation of cost-saving measures, the Company will have sufficient working capital and liquidity
for continuous operation. Accordingly, these consolidated financial statements have been prepared on a going concern basis.
During the year ended December 31, 2024, the board of directors approved the disposal of certain business segments.
Accordingly, in preparation for the consolidated financial statements, management adjusted the presentation of prior periods to
better reflect the effect of operations discontinued in current period. See Note 5 for details.
(b)
Use of estimates
The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ materially from such estimates.
The Company believes that revenue recognition in determining whether iClick Cayman is the principal or an agent to the
arrangements with merchants, fair value of short-term fund investment and long-term available-for-sale debt investment –
convertible notes, allowance for credit losses on accounts receivables and other assets, impairment assessment of goodwill and
long-lived assets and impairment of long-term investment reflect more significant judgments and estimates used in the
preparation of its consolidated financial statements.
Management bases the estimates on historical experience and on various other assumptions as discussed elsewhere to the
consolidated financial statements that are believed to be reasonable, the results of which form the basis for making judgments
about the carrying values of assets and liabilities. Actual results could materially differ from these estimates.
(c)
Consolidation
The Company’s consolidated financial statements include the financial statements of iClick Cayman, its subsidiaries, its VIE
and a VIE’s subsidiaries for which iClick Cayman or its subsidiary is the primary beneficiary. All transactions and balances
among iClick Cayman, its subsidiaries, its VIE and a VIE’s subsidiaries have been eliminated upon consolidation.
A subsidiary is an entity in which iClick Cayman, directly or indirectly, controls more than one half of the voting powers; or has
the power to appoint or remove the majority of the members of the board of directors; or to cast a majority of votes at the
meeting of directors; or has the power to govern the financial and operating policies of the investee under a statute or agreement
among the shareholders or equity holders.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-20
2
Principal accounting policies (Continued)
(c)
Consolidation (Continued)
A VIE is an entity in which iClick Cayman, or its subsidiary, through contractual agreements, bears the risks of, and enjoys the
rewards normally associated with ownership of the entity. In determining whether iClick Cayman or its subsidiaries are the
primary beneficiary, iClick Cayman considered whether it has the power to direct activities that are significant to the VIE’s
economic performance, and also the Company’s obligation to absorb losses of the VIE that could potentially be significant to
the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Beijing WFOE and
ultimately iClick Cayman hold all the variable interests of the VIE and its subsidiaries, and has been determined to be the
primary beneficiary of the VIE.
Non-controlling interests are recognized to reflect the portion of their equity that is not attributable, directly or indirectly, to
iClick Cayman as the controlling shareholder. Non-controlling interests in the results and equity of subsidiaries are shown
separately in the consolidated statement of comprehensive loss, statement of changes in equity and balance sheet, respectively.
(d)
Foreign currency translation
The reporting currency of iClick Cayman is the United States dollars (“US$”). iClick Cayman is a holding company engaged in
capital raising and financing activities denominated in US$. As such, iClick Cayman’s functional currency has been determined
to be the US$. The functional currency of iClick Cayman’s subsidiaries is the local currency of the country in which they are
domiciled.
Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional
currency at the rates of exchange existing at the balance sheet date. Transactions in currencies other than the functional currency
during the year are converted into the functional currency at the applicable rates of exchange prevailing at the transaction date.
Transaction gains and losses are recognized in “other losses, net”. Assets and liabilities denominated in foreign currencies are
translated at the 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 year. Translation adjustments are reported as
cumulative translation adjustments and are shown as a separate component of other comprehensive loss in the consolidated
statements of changes in shareholders’ equity and comprehensive loss.
(e)
Fair value of financial instruments
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the
principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the
measurement date. When available, iClick Cayman uses quoted market prices to determine the fair value of an asset or liability.
If quoted market prices are not available, the Company will measure fair value using valuation techniques that use, when
possible, current market-based or independently sourced market parameters, such as interest rates and currency rates. Valuation
techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.
Fair value measurements are based on a fair value hierarchy, based on three levels of inputs, of which the first two are
considered observable and the last unobservable, that may be used to measure fair value which are the following:
Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that iClick Cayman has the ability to
access at the measurement date.
Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or
indirectly, such as quoted market prices for similar assets and liabilities; quoted prices for identical assets or liabilities in
markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which
significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-21
2
Principal accounting policies (Continued)
(e)
Fair value of financial instruments (Continued)
Level 3 — Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the
assets or liabilities.
(i)
Fair value measurement on a recurring basis
Observable inputs are based on market data obtained from independent sources. iClick Cayman uses a combination of
valuation methodologies, including market and income approaches based on iClick Cayman’s best estimate, which is
determined by using information including but not limited to the pricing of recent rounds of financing of the investees,
future cash flow forecasts, liquidity factors and multiples of a selection of comparable companies. iClick Cayman’s
contingent consideration (Note 4 (a)), and debt investments (Note 2(k)) are measured using unobservable inputs that
require a high level of judgment to determine fair value, and thus classified as Level 3 (Note 3(c)).
iClick Cayman values its investments in wealth management products issued by banks classified as short-term
investments in the consolidated balance sheets (Note 2(k)) using quoted subscription or redemption prices published by
the banks and financial institution. Accordingly, iClick Cayman classifies the valuation techniques that use these inputs
as Level 2.
The carrying amounts of cash and cash equivalents, time deposits, restricted cash, accounts receivable, amount due
from an equity investee, rebates receivable, accounts payable, other financial assets and liabilities approximate their
fair values due to the short-term nature of these instruments. Based on the borrowing rates currently available to the
Company for debt with similar terms, the carrying amounts of the short-term bank borrowings approximate their fair
values (using Level 2 inputs).
The Company values its listed equity securities using quoted prices for the underlying securities in active markets.
Accordingly, the Company classifies the valuation techniques that use these inputs as Level 1.
(ii)
Fair value measurement on a non-recurring basis
The Company measures an equity investment accounted for using the equity method at fair value on a non-recurring
basis only if an impairment charge were to be recognized. For the years ended December 31, 2022, 2023 and 2024, no
impairments were recorded on the investment in an equity investee which would require fair value measurement on a
non-recurring basis.
Equity investments accounted for using the net asset value per share as a practical expedient (Note  2(k)(i)) and
measurement alternative (Note  2(m)) are generally not categorized in the fair value hierarchy. However, if equity
investments without readily determinable fair values accounted for using the measurement alternative were re-
measured during the year, they would be classified within Level 3 in the fair value hierarchy because the Company
estimated the value of the investments based on valuation methods using the observable transaction price at the
transaction date and other unobservable inputs. See Note 2(m) for details.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-22
2
Principal accounting policies (Continued)
(f)
Cash, cash equivalents and restricted cash
Cash and cash equivalents include cash on hand, cash in bank and time deposits placed with banks or other financial
institutions, which have original maturities of three months or less and are readily convertible to known amounts of cash.
Restricted cash represented bank deposits in accounts that are restricted as to withdrawal or usage. For restriction which is
expected to be released within one year of the balance sheet date, the respective restricted cash balance is classified as current.
As of December 31, 2023, the Company’s restricted cash mainly represents balance held in restricted bank accounts as required
by certain loan agreements.
(g)
Time deposits
Time deposits represent demand deposits placed with banks with original maturities of more than three months but less than
one year. Interest income is recognized using the effective interest method in the consolidated statements of comprehensive loss
during the periods. Time deposits are valued based on the prevailing interest rates in the market.
(h)
Accounts receivable, net
Accounts receivable are presented net of allowance for credit losses. The Company evaluates its accounts receivable for
expected credit losses on a regular basis. The Company maintains an estimated allowance for credit losses which reflects its best
estimate of amounts that potentially will not be collected. See Note 2(j) for details of current expected credit losses on accounts
receivable.
(i)
Rebates receivable
Rebates receivable represent sales rebates that have already been earned but not received from third party publishers. The
Company earns its rebates from purchasing advertising spaces from these website publishers.
(j)
Current expected credit losses
The Company’s cash and cash equivalents, time deposits, restricted cash, accounts receivable, amount due from an equity
investee, rebates receivable, other current assets and other assets are within the scope of current expected credit losses
assessment. The Company has identified the relevant risk characteristics of its customers and the related receivables and other
current assets which include size, type of the services the Company provides, or a combination of these characteristics.
Receivables with similar risk characteristics have been grouped into pools for collective evaluation. Receivables that do not
share similar risk characteristics are evaluated on an individual basis and are not included in the collective evaluation. For each
pool for collective evaluation, the Company considers the historical credit loss experience, current economic conditions,
supportable forecasts of future economic conditions, and any recoveries in assessing the lifetime expected credit losses. Other
key factors that influence the expected credit loss analysis include customer demographics, payment terms offered in the normal
course of business to customers, and industry-specific factors that could impact the Company’s receivables. Additionally,
external data and macroeconomic factors are also considered. This is assessed at each quarter based on specific facts and
circumstances.
The Company estimated the allowance for credit losses on loans and interest receivable as included in other current assets
(2023: other assets) on the consolidated balance sheets not sharing similar risk characteristics on an individual basis. The key
factors considered when determining the above allowances for credit losses include the estimated loan collection schedule under
different scenarios and their corresponding probability of occurrence, discount rate, financial condition and performance data of
the borrowers and their cash flow forecasts considering current and future economic conditions.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-23
2
Principal accounting policies (Continued)
(j)
Current expected credit losses (Continued)
The following table presents the movement in the allowance for credit losses for the years ended December 31, 2023 and 2024.
Accounts receivable (Note)
For the years ended December 31,
2023
2024
Discontinued
Continuing
Discontinued
Continuing
     operations      operations     
Total
     operations      operations     
Total
    
    
    
    
    
Balance at the beginning of year
35,480
1,735   37,215  
27,729  
1,434  
29,163
(Reversal)/provision for the year
(966)
(465)  (1,431) 
(26,695) 
1,956   (24,739)
Accounts receivable written off
(6,087)
164   (5,923) 
(1,025) 
(756) 
(1,781)
Exchange differences
(698)
—  
(698) 
(9) 
(1) 
(10)
Balance at the end of year
27,729
1,434   29,163  
—  
2,633  
2,633
Note:
Allowance for credit losses on accounts receivable are estimated by grouping accounts receivable into pools based on relevant
credit risk characteristics of the debtors. Accounts receivable relating to debtors with known financial difficulties or significant
doubt on collection of receivables are assessed individually for specific provision for impairment allowance. As of December
31, 2023 and 2024, the balance of specific provision for credit losses in respect of these individually assessed receivables was
US$15,092 (out of which US$959 was related to the continuing operations) and US$283, respectively. Accounts receivable
relating to other debtors are assessed collectively for the risk of default, taking into account the nature of the debtor, its
geographical location and its ageing category, and applying the expected credit loss rates to the respective gross carrying
amounts of accounts receivable. The expected credit loss rates of each pool are determined based on historical loss experience
as adjusted with current and forward-looking information such as macroeconomic factors affecting the ability of the debtors to
settle the receivables.
    
Loans and interest receivable
For the years ended December 31,
2023
2024
Discontinued
Continuing
Discontinued
Continuing
     operations      operations      Total      operations      operations     
Total
Balance at the beginning of year
4,043
—
4,043
8,361
23
8,384
Provision/(reversal) for the year
 
4,463
23
4,486
(8,361)
1,353
(7,008)
Exchange differences
 
(145)
—
(145)
—
—
—
Balance at the end of year
 
8,361
23
8,384
—
1,376
1,376

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-24
2
Principal accounting policies (Continued)
(k)
Investments
As of December 31,
2023
2024
Discontinued
Continuing
     operations      operations     
Total
    
Short-term investments under current assets
 
 
   
  
Fund investments (Note (i))
3,784
—  
3,784  
5,846
Listed equity securities (Note (ii))
—
403  
403  
313
Wealth management products (Note (iii))
—
1,536  
1,536  
414
3,784
1,939  
5,723  
6,573
Other long-term investments under non-current assets
  
   
  
Available-for-sale debt investments (Note (iv))
—
3,179  
3,179  
—
Equity investments (Note 2(m))
—
—  
—  
—
—
3,179  
3,179  
—
(i)
Fund investments
Fund investments over which the Company does not have the ability to exercise significant influence, are required to
be measured at fair value under ASC 321 “Investments—Equity Securities” (“ASC 321”). The Company has adopted
the practical expedient in ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) to estimate fair value
using the net asset value per share (or its equivalent) of these investments which were without readily determinable fair
value. Fund investments included in the consolidated balance sheet as short-term investments as of December 31, 2023
and 2024 amounted to US$3,784 (out of which US$nil was recognized in the continuing operations) and US$5,846
(new investment in current year and recognized in continuing operations) respectively and the change in fair value
recorded in consolidated statement of comprehensive loss. Fair value change of US$17, US$119 and US$428 (out of
which US$nil, US$nil and US$428 were related to the continuing operations) were recognized under “other losses,
net” for the years ended December 31, 2022, 2023 and 2024 respectively.
(ii)
Listed equity securities
Investments in listed equity securities are reported at fair value in the consolidated balance sheets and the fair value
gains and losses are recorded in the consolidated statements of comprehensive loss under ASU 2016 - 01. Listed equity
securities recorded in the consolidated balance sheet as short-term investments as of December 31, 2023 and 2024
amounted to US$403 and US$313, respectively, and the fair value gain for the years ended December 31, 2022, 2023
and 2024 recorded in the consolidated statement of comprehensive loss under “other losses, net” amounted to US$100,
US$448 and US$28, respectively.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-25
2
Principal accounting policies (Continued)
(k)
Investments (Continued)
(iii)
Wealth management products
Wealth management products are issued by banks in the PRC which are redeemable by the Company at any time. They
are unsecured with variable interest rates and primarily invested in debt securities issued by the PRC government,
corporate debt securities and central bank bills. The Company measures these investments at fair value using the
quoted subscription or redemption prices published by the bank. Wealth management products recorded in the
consolidated balance sheet as short-term investments as of December 31, 2023 and 2024 amounted to US$1,536 and
US$414 respectively, the fair value gain for the years ended December 31, 2022, 2023 and the fair value loss the years
ended December 31, 2024 recorded in the consolidated statement of comprehensive loss under “other losses, net”
amounted to US$65 (out of which US$28 was recognized in the continuing operations), US$1 and US$nil,
respectively.
(iv)
Available-for-sale debt investments
Available-for-sale debt investments of the Company include investments in convertible notes issued by two private
companies as accounted for under the fair value option, for which the total fair values as of December 31, 2023 and
2024 were US$3,179 and US$nil, respectively. Interest income and all other changes in the carrying amount of this
debt investment are recognized in earnings. The Company recorded fair value change on debt investments of
US$2,550, US$179 and US$308 for the years ended December 31, 2022, 2023 and 2024, respectively, and recognized
a provision of impairment amounted to US$3,487 for the year ended December 31, 2024.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-26
2
Principal accounting policies (Continued)
(l)
Investment in an equity investee
Investment in an equity investee represents the Company’s investment in a privately held company. The Company applies the
equity method to account for an equity investment in common stock or in-substance common stock, according to Accounting
Standards Codification (“ASC”) 323 “Investment — Equity Method and Joint Ventures,” over which it has significant influence
but does not own a majority equity interest or otherwise control.
Under the equity method, the Company initially records the investments at cost and the difference between the cost of the equity
investee and the fair value of the underlying net assets of the equity investee is recognized as equity method goodwill and
intangible assets acquired, which is included in the equity method investments on the consolidated balance sheets. The
Company subsequently adjusts the carrying amount of the investments to recognize its (i) proportionate share of each equity
investee’s post-acquisition net income or loss into earnings, (ii)  share of post-acquisition movements in accumulated other
comprehensive income into other comprehensive income, and (iii)  cash distributions from investees, after the date of
investment. When the Company’s share of loss in the equity investee equals or exceeds its interest in the equity investee, the
Company does not recognize further loss, unless the Company has incurred obligations or made payments or guarantees on
behalf of the equity investee.
The Company evaluates its equity method investment for impairment under ASC 323-10. An impairment loss on the equity
method investment is recognized in the consolidated statement of comprehensive loss when the decline in value is determined to
be other-than-temporary. No impairment loss has been recorded during the years ended December 31, 2022, 2023 and 2024.
(m)
Other long-term equity investments
The Company’s other long-term equity investments as of December 31, 2023 and 2024 consist of equity securities without
readily determinable fair value.
In accordance with ASC 321 “Investments—Equity Securities”, the Company is required to measure its equity investments at
fair value and any changes in fair value are recognized in earnings. For equity investments without readily determinable fair
value and does not qualify for the existing practical expedient in ASC 820 to estimate fair value using the net asset value per
share (or its equivalent) of the investments, the Company has elected to use the measurement alternative to measure its equity
investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions
for identical or similar investments of the same issuer, if any. Significant judgments are required to determine (i) whether
observable price changes are orderly transactions and identical or similar to an investment held by iClick Cayman; and (ii) the
selection of appropriate valuation methodologies and underlying assumptions, including expected volatility and the probability
of exit events as it relates to liquidation and redemption features used to measure the price adjustments for the difference in
rights and obligations between instruments.
Management makes a qualitative assessment as to whether the investment is impaired at each reporting date. If a qualitative
assessment indicates that the investment is impaired, management estimates the investment’s fair value in accordance with the
principles of ASC 820. If the fair value is less than the investment’s carrying value, iClick Cayman recognizes an impairment
loss in net loss equal to the difference between the carrying value and fair value. Management applied judgment in
(i)  determining whether the investment is impaired, (ii)  estimating the impairment amount if an impairment exists, and
(iii) determining valuation methods and key valuation assumptions and data used in estimating the impairment amounts. These
judgments consider various factors and events including a) adverse performance of investees; b) adverse industry developments
affecting investees; and c) adverse regulatory, social, economic or other developments affecting investees. These judgements
include the selection of valuation methods in estimating fair value and the determination of key valuation assumptions used,
comprising selection of comparable companies and multiples, and discount for lack of marketability. iClick Cayman recognized
impairment losses of US$10,805 (out of which US$6,689 was related to the continuing operations), US$1,034 and US$nil for
the years ended December 31, 2022, 2023 and 2024 respectively.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-27
2
Principal accounting policies (Continued)
(n)
Property and equipment, net
Property and equipment are stated at historical cost less accumulated depreciation and impairment loss, if any. Depreciation is
calculated using the straight-line method over their estimated useful lives. The estimated useful lives are as follows:
Leasehold improvements
     Over the shorter of lease term or 2 – 5 years
Furniture and fixtures
 
2 – 5 years
Office equipment
 
3 – 5 years
Motor Vehicles
 
3 – 5 years
Expenditures for maintenance and repairs are expensed as incurred. The gain or loss on the disposal of property and equipment
is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the
consolidated statement of comprehensive loss.
(o)
Business combinations
The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as
business combinations. The Company accounts for its business combinations using the acquisition method of accounting in
accordance with ASC 805 “Business Combinations” (“ASC 805”). The cost of an acquisition is measured as the aggregate of
the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the
contingent considerations as of the acquisition date. Transaction costs directly attributable to the acquisition are expensed as
incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition
date, irrespective of the extent of any non-controlling interests. The excess of (i) the total costs of acquisition, fair value of the
non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair
value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of
the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statements of comprehensive
loss as gain on bargain purchase. During the measurement period, which can be up to one year from the acquisition date, the
Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon
the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed,
whichever comes first, any subsequent adjustments are recorded to the consolidated statements of comprehensive loss.
(p)
Intangible assets, net
Intangible assets mainly consist of computer software licenses purchased from external parties and computer software and
systems, developed technologies, customer relationship, brand name, contract backlog and advertising contract acquired through
the acquisitions of subsidiaries. Identifiable intangible assets are carried at acquisition cost less accumulated amortization and
impairment loss, if any. Amortization of finite lived intangible assets is computed using the straight-line method over the
following estimated useful lives, which are as follows:
Computer software and systems
     2 – 5 years
Developed technologies
 
5 years
Customer relationship
 
4 – 5 years
Brand name
 
4 years  
Contract backlog
 
3 years
Advertising contract
 
30 years

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-28
2
Principal accounting policies (Continued)
(q)
Impairment of goodwill
Goodwill represents the excess of the purchase consideration over the fair value of assets and liabilities of businesses acquired.
Goodwill is not subject to regular periodic amortization. Instead, management conducts a goodwill impairment test at the
reporting unit level annually in the fourth quarter, or more frequently when events or circumstances occur indicating that the
recorded goodwill may be impaired.
A reporting unit is an operating segment or a component of an operating segment which is a business and for which discrete
financial information is available and reviewed by a segment manager. The Company’s reporting units include (i) the Marketing
Solutions and (ii) the Enterprise Solutions.
In accordance with the guidance from ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the
Accounting for Goodwill Impairment, for the purpose of the goodwill impairment test, the Company first assesses qualitative
factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If
an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit exceeds its
estimated fair value, an additional quantitative evaluation is performed. Alternatively, the Company may elect to proceed
directly to the quantitative goodwill impairment test. As part of the quantitative goodwill impairment test, the Company
compares the fair value of each reporting unit to its carrying value, with an impairment charge recorded for the amount by
which the carrying amount exceeds the reporting unit’s fair value up to a maximum amount of the goodwill balance for the
reporting unit.
For evaluation of reporting units using a quantitative assessment, the Company determines the fair values of the Marketing
Solutions reporting unit and the Enterprise Solutions reporting unit as of December 31, 2022 based on an income approach.
Under the income approach, the Company estimates the fair value of the reporting units based on discounted cash flow method
derived from the reporting unit’s long-term forecasts which included a five-year future cash flow projection and an estimated
terminal value. The cash flow projection is based on management’s most recent view of the long-term outlook for the reporting
units in order to come up with revenue growth rates, gross margin, the estimated terminal value using a terminal year long-term
future growth rate, discount rates, and other assumptions deemed reasonable by management.
Application of a goodwill impairment test requires significant management judgment, including the identification of reporting
units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and estimating the fair value of
each reporting unit. Estimating fair value of individual reporting units requires the exercise of significant management
judgment, including judgment in an income approach about appropriate revenue growth rates, gross margin, an estimated
terminal value using a terminal year long-term future growth rate and a discount rate for the reporting units. Changes in these
estimates and assumptions could materially affect the estimation of fair value for each reporting unit.
As of December 31, 2022, the Company determined that there were sufficient indicators to trigger a quantitative goodwill
impairment analysis. The indicators included, among others: (1) the underperformance against plan of the Company’s reporting
units due to the negative impact of the COVID-19 outbreak to the macroeconomy of the PRC, (2) a revision of the Company’s
forecasted future earnings due to intensified industry competition, and (3) a decline in iClick Cayman’s market capitalization in
2022. The Company’s annual quantitative goodwill impairment analysis as of December 31, 2022 indicated that both Marketing
Solutions and Enterprise Solutions reporting units were fully impaired. Accordingly, the Company recognized an impairment
charge of US$9,834 and US$70,303 for the continuing operations and discontinued operations, respectively, for the year ended
December 31, 2022. There was no goodwill during the year ended and as of December 31, 2023 and 2024.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-29
2
Principal accounting policies (Continued)
(r)
Impairment of long-lived assets
Long-lived assets of the Company including property and equipment, intangible assets (other than goodwill) and right-of-use-
assets which are held and used are reviewed for impairment when events or changes in the circumstances indicate that the
carrying value of an asset or asset group may no longer be recoverable. For an asset or asset group that is held and used, the
asset or asset group represents the lowest level for which identifiable cash flows are largely independent of the cash flows of
other assets or asset groups. Factors considered by the Company in its impairment assessments of long-lived assets that are held
and used include, but are not limited to, significant underperformance relative to historical or projected operating results;
significant changes in the manner of use of the acquired assets or asset groups or the strategy for the overall business; and
significant negative industry or economic trends. When the carrying value of a long-lived asset or asset group that is held and
use may not be recoverable based upon the existence of one or more of the above indicators of impairment, the Company
estimates the future undiscounted cash flows expected to result from the use of the asset or asset group and its eventual
disposition. If the sum of the expected future undiscounted cash flows and eventual disposition is less than the carrying amount
of the asset or asset group, the Company recognizes an impairment loss. An impairment loss is reflected as the amount by which
the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group, based on the fair value if
available, or discounted cash flows, if fair value is not available. The discounted cash flow model on which the fair value of the
asset or asset group as part of the Company’s impairment tests is based includes significant assumptions relating to revenue
growth rates, gross margin, and other controllable expenses.
The Company identified certain long-lived asset groups which were held and used that were subject to indicators (which were
similar to the indicators for goodwill impairment as explained in Note 2(q)) to trigger quantitative impairment assessments as of
December 31, 2023 and 2024. Based on the Company’s impairment assessments on those long-lived asset groups as of
December 31, 2023 and 2024, the Company recorded impairment of long-lived assets of US$3,248, among which US$1,684
(sum of US$426, US$185 and US$1,073 related to intangible assets (other than goodwill), property and equipment, and right-
of-use assets, respectively) was recognized in the continuing operations; whilst US$1,564 (sum of US$13, US$nil and
US$1,551 related to intangible assets (other than goodwill), property and equipment, and right-of-use assets, respectively) was
recognized in the discontinued operations, and US$53 (which were related to right-of-use assets and recognized in the
continuing operations) during the years ended December 31, 2023 and 2024, respectively in operating expenses.
(s)
Lease accounting
The Company determines if an arrangement is a lease or contains a lease at lease inception. For operating leases, the Company
recognizes right-of-use assets (“ROU assets”) and lease liabilities based on the present value of the lease payments over the
lease term on the consolidated balance sheets at commencement date. The Company estimates its incremental borrowing rate
based on the information available at the commencement date in determining the present value of lease payments. The
incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and
payments, and in economic environments where the leased asset is located.
The Company records rent expense for operating leases, including leases of office premises, on a straight-line basis over the
lease term. The Company begins recognition of rent expense on the commencement date, which is generally the date that the
asset is made available for use. The lease liability is included in lease liabilities, current and lease liabilities, non-current within
the consolidated balance sheets, which are reduced as lease related payments are made. The ROU asset is amortized on a
periodic basis over the expected term of the lease. See Note 15 for additional information.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-30
2
Principal accounting policies (Continued)
(t)
Deferred revenue
The Company receives prepayments for services in advance of service performance from certain customers. The amounts
received in advance are recorded as deferred revenue and recognized as revenue in the period which the corresponding services
are performed.
(u)
Treasury shares
iClick Cayman accounted for those shares repurchased as treasury shares at cost in accordance with ASC 505-30, and the
treasury shares acquired are shown separately in shareholders’ equity as iClick Cayman has not yet decided on the ultimate
disposition of those shares. If and when iClick Cayman cancels the treasury shares, the difference between the original issuance
price and the repurchase price will be debited into additional paid-in capital.
(v)
Revenue recognition and cost of revenues
The following table presents our revenue recognized from contracts with customers disaggregated by the four types of pricing
models:
For the years ended December 31, 
    
2022
    
2023
    
2024
Discontinued
Continuing
Discontinued
Continuing
Continuing
     operations      operations     
Total
     operations      operations     
Total
     operations
Recognized over time
   
   
   
   
 
   
   
  
- Sales agent
 
—  
2,549  
2,549  
—  
1,818  
1,818
1,201
- Cost-plus
 
3,832  
5,077  
8,909  
2,142  
2,619  
4,761
2,886
- SaaS products and services
 
51,005  
11,202  
62,207  
37,716  
8,144  
45,860
8,695
 
54,837  
18,828  
73,665  
39,858  
12,581  
52,439
12,782
 
  
  
  
  
 
Recognized at point in time
 
  
  
  
  
 
- Specified actions
 
67,672  
26,826  
94,498  
57,303  
22,599  
79,902
19,441
- SaaS products and services
 
—  
917  
917  
5  
871  
876
583
 
 
  
  
  
 
Total
 
122,509  
46,571   169,080  
97,166  
36,051   133,217
32,806
The Company’s Marketing Solutions service offerings are the provisions of online advertising services. The Company utilizes a
combination of pricing models and revenue is recognized when the related services are delivered based on the specific terms of
the contract, which are commonly based on (i) agreed incentive to be earned for being a sales agent of a publisher, (ii) cost-plus
or (iii) specified actions (e.g. cost per impression (“CPM”) and cost per click (“CPC”)) and related campaign budgets,
depending on the customers’ preferences and their campaigns launched. The Company also offers the Enterprise Solutions via
the offering of SaaS products and services.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-31
2
Principal accounting policies (Continued)
(v)
Revenue recognition and cost of revenues (Continued)
The Company recognizes revenue when the Company satisfies a performance obligation by transferring a promised service to a
customer. The Company considers the following when determining if a contract exists under which the performance obligations
have been satisfied: (i) contract approval by all parties, (ii) identification of each party’s rights regarding the goods or services to
be transferred, (iii) specified payment terms, (iv) commercial substance of the contract, and (v) collectability of substantially all
of the consideration is probable. Collectability is assessed based on a number of factors, including the creditworthiness of a
customer, the size and nature of a customer’s business and transaction history. Revenues are recorded net of value-added taxes.
The Company follows the guidance provided in ASC 606, Revenue from Contracts with Customers, for determining whether
the Company is the principal or an agent in arrangements with customers that involve another party that contributes to providing
a specified service to a customer. In these instances, the Company determines whether it has promised to provide the specified
service itself (as principal) or to arrange for the specified service to be provided by another party (as an agent). This
determination depends on the facts and circumstances of each arrangement and, in some instances, involves significant
judgment. The Company recognizes revenue from sales agent and cost-plus arrangement amounting to US$11,458, US$6,579
and US$4,087 (out of which US$7,626, US$4,437, and US$4,087 were recognized in the continuing operations) for the years
ended December 31, 2022, 2023 and 2024, respectively, on a net basis as the Company is not primarily responsible for the
fulfillment considering iClick Cayman only acts as an intermediary in executing transactions between the publishers and the
customers, does not have control of the promised service as iClick Cayman only places orders based on specification set out by
the customers, and does not have full discretion in establishing prices and therefore is the agent in the arrangement with
customers. All other revenue of US$157,622, US$126,638 and US$28,719 (out of which US$38,945, US$31,614 and
US$28,719 were recognized in the continuing operations) for the years ended December 31, 2022, 2023 and 2024, respectively,
are reported on a gross basis, as the Company has determined it is the principal in the arrangement.
Sales agent
In the arrangement with a particular publisher, the Company acts as a sales agent for this publisher in selling marketing spaces
to marketing clients. In return, the Company earns incentives from this publisher based on contractually stipulated amounts
when certain spending thresholds are achieved. The Company considers this particular publisher as a customer and record such
incentives as net revenues. Incentives from this publisher are calculated on both a quarterly and an annual basis in accordance
with the terms as set out in the arrangement.
Revenue under this arrangement is recognized over time given the Company considers this particular publisher simultaneously
receives and consumes the benefits provided by the Company’s performance as the Company performs. In other words, when
the Company purchases marketing spaces on behalf of the marketing clients throughout the marketing campaigns as requested
by them, this particular publisher simultaneously receives and consumes the benefit of the marketing spaces being purchased
and therefore the Company is entitled to incentive payment from this publisher.
The Company grants rebates to marketing clients under the sales agent arrangement. The majority of marketing clients under
this arrangement are not customers under either the cost-plus arrangement or specified actions arrangement. The Company
records rebates granted to such marketing clients as reduction of revenue.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-32
2
Principal accounting policies (Continued)
(v)
Revenue recognition and cost of revenues (Continued)
Cost-plus
For cost-plus advertisement campaigns, sales are recognized at the fair value of the amount received. Discounts granted to
marketing clients under cost-plus marketing campaigns are recorded as a reduction of revenue. The determination of whether
revenue should be reported on a gross or net basis is based on an assessment of whether the Company is acting as the principal
or an agent in the transactions. In the normal course of business, the Company acts as an intermediary in executing transactions
between website publishers and marketing clients. The specified service in the cost-plus arrangement is the provision of
marketing space, which is controlled by the website publishers, rather than the Company. The Company assists the marketing
clients to place orders with specific website publishers based on specification set out the marketing clients. The Company does
not have the ability to direct the use of marketing space and does not have any inventory risk. Pricing is generally based on the
actual advertising spending incurred by the marketing clients plus a margin. Accordingly, the Company concludes that it is not
the principal in these arrangements and reports revenue earned and costs incurred related to these transactions on a net basis.
Revenue under this arrangement is recognized over time as the Company considers its customers simultaneously receive and
consume the benefits provided by the Company’s performance. At the time the Company purchases marketing spaces during the
contract term for its customers, the customers’ advertisements could be placed throughout the marketing campaign. Revenue
recognition under this arrangement is not based on an occurrence of significant act or milestone method.
Throughout the various services delivered to clients under the cost-plus arrangements, the Company earns rebates from
publishers and grant rebates to marketing clients. The rebates that the Company grants to marketing clients under cost-plus
arrangement are recorded as reduction of revenue, based on the spending amount the marketing clients would actually incur to
earn the corresponding level of rebates. The rebates that the Company receives from publishers under the cost-plus
arrangements are recorded as revenue. These rebates are recognized when a particular milestone is achieved (i.e. applying the
relevant rebates based on the level of spending threshold actually achieved) and spending has actually occurred.
Specified actions
The Company also generates revenue from performing specified actions (e.g a CPM and CPC basis). Revenue is recognized on
a CPM or CPC basis as impressions or clicks are delivered while revenue is recognized once agreed actions are performed. For
the specified actions advertisement campaigns, the Company is the principal as it has the obligation to deliver successful actions
requested by marketing clients. Also, the Company will only be paid if successful actions can be delivered and is exposed to
risk of loss. In terms of pricing, the Company has complete latitude in establishing the selling prices of each of the CPM and
CPC pricing model. The Company’s margin may vary as the costs incurred to deliver successful actions may vary and is
therefore exposed to risk of loss whereby validating its degree of responsibility to its customers. Although the inventory risk
under specified actions arrangement is considered to be low, the Company concludes that it is the principal in such arrangement
as it is the principal ultimately responsible for delivering successful actions and in charge of establishing the price per action.
Accordingly, the Company reports revenue earned and costs incurred related to these transactions on a gross basis.
Revenues under this arrangement is recognized at point-in-time when the Company is able to deliver the specified actions as
requested by the customers. Upon the occurrence of the specified actions, the customers take control of the specified actions and
this is when the Company recognizes the corresponding revenue. Unlike the cost-plus arrangement, when the Company
purchases marketing spaces in order to deliver the specified actions, the customers do not receive and consume the benefit as the
benefit to be received by the customers is the occurrence of the specified actions. Also, the Company does not create or enhance
an asset that the customers control as the marketing spaces ultimately belong to the publishers. The Company does not have any
right to payment for simply purchasing the marketing spaces and would only be compensated upon delivery of the specified
actions.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-33
2
Principal accounting policies (Continued)
(v)
Revenue recognition and cost of revenues (Continued)
Specified actions (Continued)
The Company also grants rebates to marketing clients under the specified actions arrangement. Same as the treatment under
cost-plus arrangement, the rebates that the Company grants to marketing clients under cost-plus arrangement are recorded as
reduction of revenue and are recorded based on the amount the marketing clients would actually incur to earn the corresponding
level of rebates. The rebates that the Company receives from publishers under the specified actions arrangement are recorded as
a reduction of cost of revenues. These rebates are recognized when a particular milestone is achieved (i.e. applying the relevant
rebates based on the level of spending threshold actually achieved) and spending has actually occurred.
Cost of revenues consists of the costs to purchase space for the online advertising operations, amortization expenses related to
the Company’s computer software and systems, salaries and benefits of relevant operations and support personnel and
depreciation of relevant property and equipment and impairment on relevant intangible assets. The Company becomes obligated
to make payments related to website publishers in the period the marketing impressions and click-through occur. Such expenses
are classified as cost of revenues in the consolidated statements of comprehensive loss as incurred. Cost of revenues also
includes rebates received from website publishers which are recorded as a reduction of cost of revenues when the Company is
acting as a principal in a transaction.
SaaS products and services
Under this arrangement, the Company offers SaaS products and services through provision of software and data analytical tool
licenses, customer relationship management (“CRM”) solutions and digitalized operational solutions services. Revenues under
this arrangement primarily consist of fees for (i) promotion of products or services by key opinion leaders (“KOL”) on online
media platform; (ii) provision of digital marketing, social media and smart content generation; (iii) licensing to provide
customers with access to one or more of the existing cloud applications for e-commerce, marketing and customer management,
(iv) the development of new cloud applications customized for individual customer. Each of these performance obligations are
considered as distinct and are charged with standalone pricing. Contracts with customers under this arrangement are generally
with a term of 1 to 24 months.
Revenue from promotion of products or services of marketing clients by KOL on online media platform is generally recognized
over time over the service period beginning on the date that the promotion content is made available on the online media
platform. The Company does not have other right to consideration in exchange for goods or service that the Company has
transferred to a customer when that right is conditional on something other than the passage of time.
Revenue from provision of digital marketing, social media and smart content generation are recognized over time over the
contract period as the Company considers its customers simultaneously receive and consume the benefits provided by the
Company’s performance.
Revenues from licensing of existing cloud applications are generally recognized ratably over time over the contract term
beginning on the date that the licensing service is made available to the customer, whereby the Company considers that its
customers simultaneously receive and consume the benefits provided by the use of existing cloud applications. The Company
does not have other right to consideration in exchange for goods or service that the Company has transferred to a customer when
that right is conditional on something other than the passage of time.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-34
2
Principal accounting policies (Continued)
(v)
Revenue recognition and cost of revenues (Continued)
SaaS products and services (Continued)
Revenues from developing new cloud applications exclusively customized for customers and licenses for on-premises software
is recognized at point-in-time when the Company is able to deliver the cloud applications to customers or when the Company
provides customers with right to use the on-premises software. The Company considers the transfer of control of new cloud
applications/software to customer, which represents a distinct performance obligation, to be completed when such cloud
applications/software are on-premise and fully functional such that the customer can use and benefit from the cloud
applications/software on its own.
Besides, the Company also provides certain additional services along with the above arrangements of cloud application
development and software licensing, such as technical support, bug fixes, CMR solutions and digitalized operational solutions.
These additional services are considered to be a series of distinct services that are substantially the same and have the same
duration and measure of progress; therefore, the Company concludes that they represent a separate combined performance
obligation. Revenues from such additional services are recognized ratably over-time over the contract period.
The respective stand-alone selling prices of each of these performance obligations are determined based upon observable prices
in stand-alone transactions and contractually stated price whereby no allocation of selling prices among individual performance
obligations are required.
Cost of revenues for SaaS products and services primarily comprises amortization expenses related to the Company’s computer
software and systems, salaries and benefits of relevant operations and support personnel, depreciation of relevant property and
equipment and other direct service costs.
Contract balances
Timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable represent amounts
invoiced and revenue recognized prior to invoicing when the Company has satisfied its performance obligations and has the
unconditional right to payment. The Company normally does not have contract assets, which are primarily unbilled accounts
receivable that are conditional on something other than the passage of time.
Deferred revenue represents contract liabilities which related to unsatisfied performance obligations at the end of the period.
Due to the generally short-term duration of the contracts, the majority of the performance obligations are satisfied in the
following reporting period. Revenue recognized during the years ended December 31, 2023 and 2024, respectively, relating to
deferred revenue as of January 1, 2023 and 2024 was US$8,767 (out of which US$3,365 was related to the continuing
operations) and US$2,006, respectively. For the amount remained as deferred revenue as of January 1, 2023 and 2024,
respectively, but not recognized as revenue during the years ended December 31, 2023 and 2024, respectively, there is still a
contractual obligation for the Company to provide service whereby the Company is not obliged to make any refund of the
amount received from customers. Such amount will be recognized as revenue when all of the revenue recognition criteria are
met.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-35
2
Principal accounting policies (Continued)
(v)
Revenue recognition and cost of revenues (Continued)
Practical Expedients
The Company has used the following practical expedients as allowed under ASC 606:
(i)
The transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied, has not been
disclosed as substantially all of the Company’s contracts have a duration of one year or less.
(ii)
Payment terms and conditions vary by contract type, although terms generally include a requirement of prepayment or
payment within one  year or less. In instances where the timing of revenue recognition differs from the timing of
invoicing, the Company has determined that its contracts generally do not include a significant financing component.
(iii)
The Company generally expenses sales commissions when incurred because the amortization period would be
one year or less. These costs are recorded within sales and marketing expenses.
(w)
Prepaid media costs
Prepaid media costs represent prepayments for online space paid by the Company to third party publishers of websites. Upon
utilization, media costs are recognized in cost of revenues when the Company is determined as acting as the principal. However,
when the Company is determined as acting as the agent, those costs are recognized as deduction to revenue by the Company.
These prepayments are classified as current considering the corresponding online spaces are expected to be purchased and
utilized within twelve months from the date of payments.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-36
2
Principal accounting policies (Continued)
(x)
Research and development expenses
Research and development expenses consist primarily of (i)  salary and welfare for research and development personnel,
(ii) leases expenses and (iii) depreciation of office premise and servers utilized by research and development personnel. Costs
incurred during the research stage are expensed as incurred. Costs incurred in the development stage, prior to the establishment
of technological feasibility, which is when a working model is available, are expensed when incurred.
The Company accounts for internal use software development costs in accordance with guidance on intangible assets and
internal use software. This requires capitalization of qualifying costs incurred during the software’s application development
stage and to expense costs as they are incurred during the preliminary project and post implementation/operation stages.
The Company incurred development costs in connection with an internal-use enterprise resource planning (“ERP”) software to
further enhance management to monitor the business. While internal and external costs incurred during the preliminary project
stage are expensed as incurred, costs relating to activities during the application development stages have been capitalized. For
the  years ended December 31, 2022, 2023 and 2024, the Company has not capitalized development costs related to ERP
software as intangible assets. In addition, the Company incurred other research and development costs in relation to other
internal use software used to support its operations. Any development costs qualified for capitalization were immaterial for the
periods presented. For the years ended December 31, 2022, 2023 and 2024, the Company has not capitalized any other costs
related to internal use software other than the ERP software.
(y)
Sales and marketing expenses
Sales and marketing expenses consist primarily of (i) advertising and marketing expenses, and (ii) salary and welfare for sales
and marketing personnel. Advertising expenses are recorded as sales and marketing expenses when incurred, and totaled
US$6,769, US$2,997 and US$1,920 (out of which US$4,989, US$2,759 and US$1,871 were related to the continuing
operations) for the years ended December 31, 2022, 2023 and 2024, respectively.
(z)
General and administrative expenses
General and administrative expenses consist primarily of (i)  salary and welfare for general and administrative personnel,
(ii) professional service fees, and (iii) allowance for credit losses.
(aa)
Employee social security and welfare benefits
Employees of the Company in the PRC are entitled to staff welfare benefits including pension, work-related injury benefits,
maternity insurance, medical insurance, unemployment benefit and housing fund plans through a PRC government-mandated
multi-employer defined contribution plan. The Company is required to contribute to the plan based on certain percentages of the
employees’ salaries, up to a maximum amount specified by the local government.
The PRC government is responsible for the medical benefits and the pension liability to be paid to these employees and the
Company’s obligations are limited to the amounts contributed and no legal obligation beyond the contributions made.
The Company also makes payments to other defined contribution plans for employees employed by subsidiaries outside the
PRC. iClick Cayman and subsidiaries incorporated in Hong Kong are required to make contributions to Mandatory Provident
Funds under the Hong Kong Mandatory Provident Fund Schemes Ordinance. Such contributions are recognized as an expense
in profit or loss as incurred.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-37
2
Principal accounting policies (Continued)
(aa)
Employee social security and welfare benefits (Continued)
Pursuant to the policies of iClick Cayman’s subsidiaries in Hong Kong in accordance with applicable labor protection laws in
Hong Kong, all employees of such subsidiaries with more than 5 years of service are entitled to severance payment upon forced
termination or retrenchment or in the event that the employee reaches the retirement age of 65. The entitlement to severance
payment is determined according to several factors including but not limited to age, length of service and remuneration, and is
subject to a maximum amount of Hong Kong dollars (“HK$”) 390,000. The Company accounts for such severance liabilities
based on an actuarial valuation using the projected unit credit method. There are no separate plan assets held in respect to these
liabilities.
(ab)
Non-controlling interests
The non-controlling interests are presented in the consolidated balance sheets, separately from equity attributable to the
shareholders of iClick Cayman. Non-controlling interests are presented on the face of the consolidated statement of
comprehensive loss as an allocation of the total income or loss for the year between non-controlling interests holders and the
shareholders of iClick Cayman.
(ac)
Income taxes
Current income taxes are provided on the basis of net income for financial reporting purposes, adjusted for income and expense
items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax
jurisdictions.
Deferred income taxes are accounted for using an asset and liability method. Under this method, deferred income taxes are
recognized for the tax consequences of temporary differences by applying enacted statutory rates applicable to future years to
differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The tax base of
an asset or liability is the amount attributed to that asset or liability for tax purpose. The effect on deferred taxes of a change in
tax rates is recognized in the consolidated statements of comprehensive loss in the period of change. A valuation allowance is
provided to reduce the amount of deferred tax assets if it is considered more likely than not that some portion of, or all of the
deferred tax assets will not be realized.
Uncertain tax positions
The guidance on accounting for uncertainties in income taxes prescribes a more likely than not threshold for financial statement
recognition and measurement of a tax position taken or expected to be taken in a tax return. Guidance was also provided on
derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities,
accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income
tax disclosures. Significant judgment is required in evaluating the Company’s uncertain tax positions and determining its
provision for income taxes. The Company recognizes interests and penalties, if any, under accrued expenses and other current
liabilities on its consolidated balance sheets and under other expenses in its statements of comprehensive loss. The Company did
not recognize any significant interest and penalties associated with uncertain tax positions for the years ended December 31,
2022, 2023 and 2024. As of December 31, 2023 and 2024, the Company did not have any significant unrecognized uncertain
tax positions.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-38
2
Principal accounting policies (Continued)
(ad)
Share-based compensation
iClick Cayman grants stock-based awards, including share options, restricted share units and warrants of iClick Cayman, to
eligible employees, officers, directors, and non-employee consultants. The Company accounts for share-based awards granted to
employees in accordance with ASC 718, “Compensation  - Stock Compensation” and share-based awards granted to non-
employees in accordance with ASC subtopic, 505-50 (“ASC 505-50”), “Equity-Based Payments to Non-Employees”. ASC 505.
On January 1, 2019, the Company adopted ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvement to
Nonemployee Share-based Payment Accounting to amend the accounting for share-based payment awards issued to non-
employees. Under ASU 2018-07, the accounting for awards to non-employees are similar to the model for employee awards.
Option and RSUs granted to employees
Under the fair value recognition provisions of ASC 718-10, share-based compensation costs are measured at the grant date. The
share-based compensation expenses have been categorized as either general and administrative expenses, sales and marketing
expenses or research and development expenses, depending on the job functions of the grantees. For the options and RSUs
granted to employees, the compensation expense is recognized using the graded-vesting attribution approach over the requisite
service period, which is generally the vesting period. Forfeitures are estimated at the time of grant, with such estimate updated
periodically and with actual forfeitures recognized currently to the extent they differ from the estimate. In determining the fair
value of iClick Cayman’s share options, the binomial option pricing model has been applied. The fair value of RSUs is
determined with reference to the fair value of the underlying shares.
Option modification
According to ASC 718, a change in any of the terms or conditions of equity based awards shall be accounted for as a
modification of the award. Therefore, the Company calculates incremental compensation cost of a modification as the excess of
the fair value of the modified option over the fair value of the original option immediately before its terms are modified. For
vested options, the Company would recognize incremental compensation costs on the date of modification and for unvested
options, the Company would recognize, prospectively and over the remaining requisite service period, the sum of the
incremental compensation costs and the remaining unrecognized compensation costs for the original award.
Option, RSUs and warrants granted to non-employees
Pursuant to ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based
Payment Accounting (“ASU 2018-07”), stock-based awards granted to consultants and non-employees are accounted for in the
same manner as awards granted to employees as described above.
Options and warrants of iClick Cayman issued to non-employees are measured based on fair value of the options and warrants
which are determined by using the binomial option pricing model and RSUs of iClick Cayman issued to non-employees are
measured based on fair value of the RSUs which are determined with reference to the fair value of the underlying shares.
(ae)
Government subsidies
The Company receives subsidies from Hong Kong and the local PRC government for general use. General-use subsidies which
are not subject to any conditions or specific use requirements are recorded as subsidy income in the consolidated statements of
comprehensive loss.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-39
2
Principal accounting policies (Continued)
(af)
Statutory reserves
iClick Cayman’s subsidiaries, a consolidated VIE and subsidiaries incorporated in the PRC, are required on an annual basis to
make appropriations of retained earnings set at certain  percentage of after-tax profit determined in accordance with PRC
accounting standards and regulations (“PRC GAAP”).
Appropriation to the statutory general reserve should be at least 10% of the after tax net income determined in accordance with
the legal requirements in the PRC until the reserve is equal to 50% of the entities’ registered capital. The Company is not
required to make appropriation to other reserve funds and the Company does not have any intentions to make appropriations to
any other reserve funds.
The general reserve fund can only be used for specific purposes, such as setting off the accumulated losses, enterprise expansion
or increasing the registered capital. Appropriations to the general reserve funds are classified in the consolidated balance sheets
as statutory reserves.
There are no legal requirements in the PRC to fund these reserves by transfer of cash to restricted accounts, and the Company
was not done so.
Relevant laws and regulations permit payments of dividends by the PRC subsidiaries and affiliated companies only out of their
retained earnings, if any, as determined in accordance with respective accounting standards and regulations. Accordingly, the
above balances are not allowed to be transferred to iClick Cayman in terms of cash dividends, loans or advances.
(ag)
Related parties
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise
significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if
they are subject to common control or significant influence, such as a family member or relative, shareholder, or a related
corporation.
(ah)
Dividends
Dividends are recognized when declared. No dividends were declared for the years ended December 31, 2022, 2023 and 2024,
respectively. The Company does not have any present plan to pay any dividends on ordinary shares in the foreseeable future.
The Company currently intends to retain the available funds and any future earnings to operate and expand its business.
(ai)
Loss per share
Basic loss per share is computed by dividing net loss attributable to holders of ordinary shares by the weighted average number
of ordinary shares outstanding during the year using the two class method. The Company uses the two-class method to calculate
net loss per share though both classes share the same rights in dividends. Therefore, basic and diluted loss per share are the same
for both classes of ordinary shares. Using the two class method, net loss is allocated between ordinary shares based on their
participating rights.
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 year. Dilutive equivalent shares are excluded from the computation of diluted loss per share if their
effects would be anti-dilutive. Ordinary share equivalents consist of ordinary shares issuable upon the conversion of the stock
options and warrants and vesting of RSUs, using the treasury stock method.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-40
2
Principal accounting policies (Continued)
(aj)
Comprehensive income/loss
Comprehensive income/loss is defined as the change in shareholders’ equity of the Company during a period arising from
transactions and other events and circumstances excluding transactions resulting from investments by shareholders and
distributions to shareholders.
Comprehensive income/loss is reported in the consolidated statements of comprehensive loss. Accumulated other
comprehensive income/losses of the Company include the foreign currency translation adjustments.
(ak)
Segment reporting
Operating segments are defined as components of an enterprise about which separate financial information is available that is
evaluated regularly by the chief operating decision maker (“CODM”), or decision making group, in deciding how to allocate
resources and in assessing performance. The CODM is comprised of certain members of iClick Cayman’s management team,
including the board of directors, chief executive officer and chief financial officer.
The Company’s organizational structure is based on a number of factors that the CODM uses to evaluate, view and run its
business operations which include, but are not limited to, customer base, homogeneity of products and technology. The CODM
who allocates resources to and assesses the performance of each operating segment using information about the operating
segment’s revenue and income (loss) from operations. The CODM does not evaluate operating segments using asset or liability
information.
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280)”, Improvements to Reportable Segment
Disclosures to improve reportable segment disclosure requirements through enhanced disclosures about significant segment
expenses on an interim and annual basis. ASU 2023-07 became effective starting January 1, 2024, and was applied on a
retrospective basis to all periods presented. The Company has adopted this standard for the fiscal year 2024 annual financial
statements and interim financial statements thereafter. See Note 26 for details.
(al)
Recently issued accounting pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The
Board is issuing the amendments in this Update to enhance the transparency and decision usefulness of income tax disclosures.
Investors currently rely on the rate reconciliation table and other disclosures, including total income taxes paid, to evaluate
income tax risks and opportunities. While investors find these disclosures helpful, they suggested possible enhancements to
better (1) understand an entity’s exposure to potential changes in jurisdictional tax legislation and the ensuing risks and
opportunities, (2) assess income tax information that affects cash flow forecasts and capital allocation decisions, and (3) identify
potential opportunities to increase future cash flows. The Board decided that the amendments should be effective for public
business entities for annual periods beginning after December 15, 2024.
In March 2024, the SEC adopted its rules covering climate-related disclosures which require registrants to provide certain
climate-related disclosures in registrants’ SEC filings. The rules require registrants to disclose strategy, governance, risk
management, targets and goals, greenhouse gas emissions, and financial statement effects. The rules provide phased effective
dates and transition provisions, with some entities required to adopt most elements of the new rules as early as 2025.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-41
2
Principal accounting policies (Continued)
(al)
Recently issued accounting pronouncements (Continued)
In November 2024, the FASB issued ASU 2024-03, “Income Statement–Reporting Comprehensive Income–Expense
Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which
requires the disaggregation of certain expenses in the financial statements notes, to provide enhanced transparency into the
expense captions presented on the face of the consolidated statement of operations. ASU 2024-03 is effective for annual
reporting periods beginning January 1, 2027 and interim periods beginning January 1, 2028 and may be applied either
prospectively or retrospectively.
In November 2024, the FASB issued ASU 2024-04, Debt-Debt with Conversion and Other Options (Topic 470): Improvements
to Conversions of Convertible Debt Instruments. The Board is issuing the amendments in this Update to enhance the relevance
and consistency in application whether certain settlements of convertible debt instruments should be accounted for as an
induced conversion. Under the amendments, to account for a settlement of a convertible debt instrument as an induced
conversion, an inducement offer is required to provide the debt holder with, at a minimum, the consideration (in form and
amount) issuable under the conversion privileges provided in the terms of the instrument. this Update also make additional
clarifications to assist stakeholders in applying the guidance. Under the amendments, the incorporation, elimination, or
modification of a VWAP formula does not automatically cause a settlement to be accounted for as an extinguishment; an entity
should instead assess whether the form and amount of conversion consideration are preserved (that is, provided for in the
inducement offer) using the fair value of an entity’s shares as of the offer acceptance date and also clarify that the induced
conversion guidance applies to a convertible debt instrument that is not currently convertible as long as it had a substantive
conversion feature as of both its issuance date and the date the inducement offer is accepted. The Board decided that the
amendments should be effective for public business entities for annual periods beginning after December 15, 2025 and interim
reporting periods within those annual reporting periods.
The Company is currently evaluating the impact of the above new accounting pronouncements or guidance on the
consolidated financial statements.
3
Certain risks and concentration
(a)
PRC regulations
The China market in which the Company operates poses certain macro-economic and regulatory risks and uncertainties. These
uncertainties extend to the ability of the Company to engage in online advertising businesses through contractual arrangements
in the PRC since the internet and marketing services industries remain regulated. The Company conducts certain of its
operations in the PRC through its variable interest entity, which it consolidates as a result of a series contractual arrangements
enacted. Though the PRC has, since 1978, implemented a wide range of market-oriented economic reforms, continued reforms
and progress towards a full market-oriented economy are uncertain. In addition, the telecommunication, information, and media
industries remain highly regulated. Restrictions are currently in place and are unclear with respect to which segments of these
industries foreign owned entities, like the Company, may operate. The Chinese government may issue from time to time new
laws or new interpretations on existing laws to regulate areas such as telecommunication, information and media. Regulatory
risk also encompasses the interpretation by the tax authorities of current tax laws, and the Company’s legal structure and scope
of operations in the PRC, which could be subject to further restrictions resulting in limitations on the Company’s ability to
conduct business in the PRC.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-42
3
Certain risks and concentration (Continued)
(a)
PRC regulations (Continued)
There are uncertainties regarding the interpretation and application of current and future PRC laws, rules  and regulations,
including but not limited to the laws, rules  and regulations governing the validity and enforcement of the contractual
arrangements with consolidated VIE. The Company believes that the structure for operating its business in the PRC (including
the ownership structure and the contractual arrangements with the consolidated VIE is in compliance with all applicable existing
PRC laws, rules and regulations, and does not violate, breach, contravene or otherwise conflict with any applicable PRC laws,
rules or regulations. However, the Company cannot assure that the PRC regulatory authorities will not adopt any new regulation
to restrict or prohibit foreign investments in the online advertising business through contractual arrangements in the future or
that it will not determine that the ownership structure and contractual arrangements violate PRC laws, rules or regulations.
If iClick Cayman and its consolidated VIE are found to be in violation of any existing or future PRC laws or regulations, or fail
to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad
discretion in dealing with such violations, including:
●
revoking the business licenses of such entities;
●
discontinuing or restricting the conduct of any transactions between iClick Cayman’s PRC subsidiaries and OptAim
VIE;
●
imposing fines, confiscating the income of OptAim VIE or iClick Cayman’s PRC subsidiaries, or imposing other
requirements with which iClick Cayman or its PRC subsidiaries and OptAim VIE may not be able to comply;
●
requiring iClick Cayman to restructure its ownership structure or operations, including terminating the contractual
arrangements with OptAim VIE and deregistering the equity pledges of OptAim VIE, which in turn would affect its
ability to consolidate, derive economic interests from, or exert effective control over OptAim VIE; or
●
restricting or prohibiting its use of the proceeds of any offering to finance its business and operations in the PRC.
If the imposition of any of these penalties precludes the Company from operating its business, it would no longer be in a
position to generate revenue or cash from it. If the imposition of any of these penalties causes iClick Cayman to lose its rights to
direct the activities of its consolidated VIE or its rights to receive its economic benefits, iClick Cayman would no longer be able
to consolidate these entities, and its financial statements would no longer reflect the results of operations from the business
conducted by VIE except to the extent that iClick Cayman receives payments from VIE under the contractual arrangements.
Either of these results, or any other significant penalties that might be imposed on iClick Cayman in this event, would have a
material adverse effect on its financial condition and results of operations.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-43
3
Certain risks and concentration (Continued)
(a)
PRC regulations (Continued)
On January 19, 2015, the Ministry of Commerce (“MOFCOM”), released for public comment a proposed PRC law, the Draft
Foreign Investment Law, that appeared to include VIEs within the scope of entities that could be considered to be foreign
investment enterprises (“FIEs”), that would be subject to restrictions under existing PRC law on foreign investment in certain
categories of industry. The National People’s Congress approved the Foreign Investment Law on March 15, 2019, effective on
January 1, 2020. The Foreign Investment Law removes all references to the terms of “de facto control” or “contractual control”
as defined in the draft published in 2015. However, the Foreign Investment Law has a catch-all provision under the definition of
“foreign investment” which includes investments made by foreign investors in China through means stipulated in laws or
administrative regulations or other methods prescribed by the State Council. In the event that the State Council in the future
promulgates laws and regulations that deem investments made by foreign investors through contractual arrangements as
“foreign investment” the Company’s ability to use the contractual arrangements with its VIE and the Company ability to
conduct business through the VIE could be severely limited.
Furthermore, on December  19, 2020, the NDRC and MOFCOM promulgated the Foreign Investment Security Review
Measures, which took effect on January 18, 2021. Under the Foreign Investment Security Review Measures, investments in
military, national defense-related areas or in locations in proximity to military facilities, or investments that would result in
acquiring the actual control of assets in certain key sectors, such as critical agricultural products, energy and resources,
equipment manufacturing, infrastructure, transport, cultural products and services, IT, Internet products and services, financial
services and technology sectors, are required to be approved by designated governmental authorities in advance. Although the
term “investment through other means” is not clearly defined under the Foreign Investment Security Review Measures, iClick
Cayman cannot rule out the possibility that control through contractual arrangement may be regarded as a form of actual control
and therefore require approval from the competent governmental authority. As the Foreign Investment Security Review
Measures were recently promulgated, there are great uncertainties with respect to its interpretation and implementation.
Accordingly, there are substantial uncertainties as to whether the Company’s VIE structure may be deemed as a method of
foreign investment in the future. If the VIE structure were to be deemed as a method of foreign investment under any future
laws, regulations and rules, and if any of the Company’s business operations were to fall under the “negative list” for foreign
investment, we would need to take further actions in order to comply with these laws, regulations and rules, which may
materially and adversely affect our current corporate structure, business, financial condition and results of operations.
iClick Cayman’s ability to control the VIE also depends on the powers of attorney the founders have to vote on all matters
requiring shareholder approval in the VIE. As noted above, these powers of attorney are believed to be legally enforceable but
may not be as effective as direct equity ownership.
OptAim VIE holds assets that are important to the operation of the Company’s business, including patents for proprietary
technology and trademarks. If OptAim VIE falls into bankruptcy and all or part of its assets become subject to liens or rights of
third-party creditors, the Company may be unable to conduct major part of its business activities in the PRC, which could have a
material adverse effect on the Company’s future financial position, results of operations or cash flows. However, the Company
believes this is a normal business risk many companies face. The Company will continue to closely monitor the financial
conditions of OptAim VIE.
OptAim VIE’s assets comprise both recognized and unrecognized revenue-producing assets. The recognized revenue-producing
assets include leasehold improvements, computers and network equipment and computer software which are recognized in the
Company’s consolidated balance sheet. The unrecognized revenue-producing assets mainly consist of patents, trademarks and
assembled workforce which are not recorded in the financial statements of OptAim VIE as it did not meet the recognition
criteria set in ASC 350-30-25.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-44
3
Certain risks and concentration (Continued)
(a)
PRC regulations (Continued)
The following table sets forth the financial data for the VIE and VIE’s subsidiaries on an aggregated basis. For purposes of this
presentation, activities within and between the VIE and VIE’s subsidiaries have been eliminated, but transactions with other
entities within the consolidated group have been included without elimination.
As of December 31, 
    
2023
    
2024
Assets
 
   
  
Cash and cash equivalents
 
1,024  
1,340
Accounts receivable, net
 
2,338  
3,726
Prepaid media costs
 
191  
225
Amounts due from subsidiaries of the Company
 
7,972  
8,013
Other current assets
 
918  
945
Short-term investment
1,536
413
Other non-current assets
 
10  
—
Total assets
 
13,989  
14,662
 
 
Liabilities
 
 
Accounts payable
 
1,065  
1,891
Deferred revenue
 
—  
5
Lease liabilities
 
112  
101
Bank borrowings
 
1,951  
1,933
Income tax payable
 
433  
427
Amounts due to subsidiaries of the Company
 
1,038  
1,013
Accrued liabilities and other current liabilities
 
646  
660
Deferred tax liabilities
 
26  
—
Total liabilities
 
5,271  
6,030
For the years ended December 31, 
    
2022
    
2023
    
2024
Net revenues
 
   
   
  
From subsidiaries of the Company (Note)
 
601
2
—
From third parties
 
21,462
12,981
12,071
 
22,063
12,983
12,071
Net loss (Note)
 
(1,367)
(216)
(116)

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-45
3
Certain risks and concentration (Continued)
(a)
PRC regulations (Continued)
For the years ended December 31, 
    
2022
    
2023
    
2024
Net cash (used in)/provided by operating activities
 
   
   
  
From subsidiaries of the Company
 
153  
—  
—
From third parties
 
(1,127) 
(1,217) 
974
 
(974) 
(1,217) 
974
 
 
 
Net cash provided by/(used in) investing activities
 
—  
146  
(1,118)
 
 
 
Net cash (used in)/provided by financing activities
 
 
 
Receipts of advances from group companies
 
124  
402  
—
Repayments for advances from group companies
 
—  
(22) 
—
Other financing activities
 
(214) 
300  
—
 
(90) 
680  
—
Note:
(a)
Services from VIE and VIE’s subsidiaries to other group companies
The VIE and VIE’s subsidiaries provide online advertising service to other group companies. For the years ended December 31,
2022, 2023 and 2024, the intercompany online advertising service revenues recognized by VIE and VIE’s subsidiaries were
US$291, US$2 and US$nil, respectively. These transactions are eliminated at the consolidation level.
The VIE and VIE’s subsidiaries also provide other marketing services to other group companies. For the years ended December
31, 2022, 2023 and 2024, the intercompany other marketing service revenues recognized by VIE and VIE’s subsidiaries were
US$310, US$nil and US$nil, respectively. These transactions are eliminated at the consolidation level.
(b)
Services from other group companies to VIE and VIE’s subsidiaries
WFOE as primary beneficiary and other subsidiaries of the Company provide online advertising service and SaaS services to
VIE and VIE’s subsidiaries. For the years ended December 31, 2022, 2023 and 2024, the intercompany online advertising and
SaaS service revenues from VIE and VIE’s subsidiaries recognized by WFOE as primary beneficiary and other subsidiaries of
the Company were US$285, US$5 and US$nil, respectively. These transactions are eliminated at the consolidation level.
As of December 31, 2023 and 2024, there were no balances for management fees charged to VIE and VIE’s subsidiaries.
In accordance with the VIE arrangements, the Company has the power to direct activities of OptAim VIE, and can have assets
transferred out of OptAim VIE. Therefore, the Company considers that there are no assets of OptAim VIE that can be used only
to settle their obligations.
(b)
Foreign exchange risk
Assets and liabilities of non-US$ functional currency entities are translated into US$ using the applicable exchange rates at the
balance sheet date. Items in the statements of comprehensive loss are translated into US$ using the average exchange rate during
the period. Equity accounts were translated at their historical exchange rates. The resulting translation adjustments are
accumulated as a component of accumulated other comprehensive income on the consolidated statements of shareholders’
equity.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-46
3
Certain risks and concentration (Continued)
(b)
Foreign exchange risk (Continued)
Certain of the Company’s operating activities are transacted in Renminbi (“RMB”), which is not freely convertible into foreign
currencies. All foreign exchange transactions take place either through the People’s Bank of China or other banks authorized to
buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of China.
The revenues and expenses of the Company’s subsidiaries, VIE and VIE’s subsidiaries in the PRC are generally denominated in
RMB and their assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies, and
remittances of foreign currencies into the PRC and exchange of foreign currencies into RMB require approval by foreign
exchange administrative authorities and certain supporting documentation. The State Administration for Foreign Exchange,
under the authority of the People’s Bank of China, controls the conversion of RMB into other currencies. Approval of foreign
currency payments by the People’s Bank of China or other regulatory institutions requires submitting a payment application
form together with suppliers’ invoices and signed contracts. The value of RMB is subject to changes in central government
policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange
Trading System market.
Certain of the Company’s operating activities are transacted in HK$. Foreign exchange risk arises from future commercial
transactions, recognized assets and liabilities and net investments in foreign operations. The Company considers the foreign
exchange risk in relation to transactions denominated in HK$ with respect to US$ is not significant as HK$ is pegged to US$.
(c)
Fair value measurement
(i)
Financial assets measured at fair value on a recurring basis
The following table sets forth, by level within the fair value hierarchy (Note 2(e)), financial assets measured at fair
value as of December 31, 2023 and 2024. As required by ASC 820, financial assets are classified in their entirety based
on the lowest level of input that is significant to the respective fair value measurement.
Fair value measurements using
Quoted
prices
in active
Significant
markets for
other
Significant
identical
observable
unobservable
assets
inputs
inputs
Total fair
     (Level 1)      (Level 2)     
(Level 3)
    
value
As of December 31, 2023
 
 
 
 
Short-term investment - wealth management
 
—
1,536
—
1,536
Short-term investments - listed equity securities
403
—
—
403
Other long-term investment - Available-for-sale debt
investment
 
—  
—  
3,179  
3,179
 
403  
1,536  
3,179  
5,118
As of December 31, 2024
 
 
 
 
Short-term investment - wealth management
 
—  
414  
—  
414
Short-term investments - listed equity securities
 
313  
—  
—  
313
313
414
—
727

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-47
3
Certain risks and concentration (Continued)
(c)
Fair value measurement (Continued)
(i)
Financial assets measured at fair value on a recurring basis (Continued)
The following table presents the changes in Level 3 financial assets for the years ended December 31, 2023 and 2024.
Available-for-sale debt
investments
For the years ended
December 31, 
    
2023
    
2024
Balance at the beginning of year
 
3,000  
3,179
Impairment on investments
 
—  
(3,487)
Fair value changes
 
179  
308
Balance at the end of year
3,179
—
(ii)
Fair value measurement on a non-recurring basis
Equity securities without readily determinable fair value accounted for using the measurement alternative are recorded
at fair value only if an impairment or observable price adjustment is recognized in the current period. These non-
recurring fair value measurements use significant unobservable inputs (Level 3). The Company uses market approach
based on the Company’s best estimate to determine the fair value of these investments. An observable price change is
usually resulting from new rounds of financing of the investees. The Company determines whether the securities
offered in new rounds of financing are similar to the equity securities held by the Company by comparing the rights
and obligations of the securities. When the securities offered in new rounds of financing are determined to be similar to
the securities held by the Company, the Company adjusts the observable price of the similar security to determine the
amount that should be recorded as an adjustment in the carrying value of the security to reflect the current fair value of
the security held by the Company. There were no fair value changes related to such equity securities due to the
observable price change of the investment without readily determinable fair value in the consolidated balance sheets
for the years ended December 31, 2023 and 2024.
The Company assesses the existence of indicators for other-than-temporary impairment of the investments by
considering factors as detailed in Note 2(m). The Company recognized US$10,805 (out of which US$6,689 was related
to the continuing operations), US$1,034 and US$nil impairment charges to investments in equity securities without
readily determinable fair value classified as other long-term investments for the years ended December 31, 2022, 2023
and 2024, respectively.
As of December 31, 2023, in determining the fair value of two investments in equity securities, the Company assessed
the investees’ financial performance to be unsatisfied with no obvious upturn or potential financing solutions in the
foreseeable future, and the Company determined the fair value of these investments was less than their carrying value.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-48
3
Certain risks and concentration (Continued)
(c)
Fair value measurement (Continued)
(ii)
Fair value measurement on a non-recurring basis (Continued)
The following table presents the changes in financial assets measured using Level 3 input on a non-recurring basis for
the years ended December 31, 2023 and 2024.
Other long-term equity
investments
For the years ended
December 31, 
    
2023
    
2024
Balance at the beginning of year
 
2,970  
—
Disposal during the year
 
(1,936) 
—
Impairment on investments
(1,034)
—
Balance at the end of year
 
—  
—
(d)
Concentration risk
(i)
Concentration of revenues
For the year ended December 31, 2023, one  customer accounted for 11% of the net revenues. For the year ended
December 31, 2024, no individual customer accounted for more than 10% of the net revenues.
(ii)
Concentration of accounts receivable
The Company conducts credit evaluations on its customers and generally does not require collateral or other security
from such customers. The Company generally grants up to  180  days of credit term to customers and periodically
evaluates the creditworthiness of the existing customers in determining an allowance for doubtful accounts primarily
based upon the age of the receivables and factors surrounding the credit risk of specific customers.
As of December 31, 2023 and 2024, no individual customer accounted for more than 10% of the consolidated accounts
receivable. The top 10 accounts receivable accounted for 42% and 37% of the consolidated accounts receivable as of
December 31, 2023 and 2024, respectively.
(iii)
Credit risk
As of December 31, 2023 and 2024, substantially all of the Company’s cash and cash equivalents, time deposits and
restricted cash were mainly placed with financial institutions in Hong Kong and the PRC. Management chooses these
institutions because of their reputations and track records for stability, and their known large cash reserves, and
management periodically reviews these institutions’ reputations, track records, and reported reserves. Management
expects that any additional institutions that the Company uses for its cash and bank deposits will be chosen with similar
criteria for soundness. The balances in the PRC are not insured since it is not a market practice in the PRC.
Nevertheless under the PRC law, it is required that a commercial bank in the PRC that holds third party cash deposits
should maintain a certain percentage of total customer deposits taken in a statutory reserve fund for protecting the
depositors’ rights over their interests in deposited money. PRC banks are subject to a series of risk control regulatory
standards; PRC bank regulatory authorities are empowered to take over the operation and management of any PRC
bank that faces a material credit crisis. The Company believes that it is not exposed to unusual risks as these financial
institutions are PRC banks with high credit quality. The Company had not experienced any losses on its cash and cash
equivalents, time deposits and restricted cash during the years ended December 31, 2022, 2023 and 2024 and believes
that its credit risk to be minimal.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-49
4
Acquisitions
(a)
Acquisition of CMRS Group Holding Limited
In October  2020, the Company acquired  100% equity interest in CMRS Group Holding Limited (“CMRS”), a company
incorporated in Hong Kong. CMRS and its underlying subsidiaries (together, “CMRS Group”) are engaged in the provision of
digital marketing, social media and key opinion leaders and smart content generation enterprise solution services. iClick
Cayman expects to increase its market share in both Marketing and Enterprise Solutions segments with the combination of data-
driven consumer experience management as well as digital content marketing and management to maximize digital marketing
potential and efficiency through CMRS Group.
The total purchase consideration for CMRS Group amounted to US$14,449. This comprised cash consideration of
HK$33,594 (equivalent to approximately US$4,335), 182,950 Class A ordinary shares of iClick Cayman with a fair value of
US$2,440 and contingent consideration payable at a fair value of US$7,674.
The acquisition was recorded as a business combination.
Fair value of consideration transferred:
Cash (Note (i))
    
4,335
Class A ordinary shares of iClick Cayman
 
2,440
Contingent consideration (Note (ii))
 
7,674
 
14,449
Note:
(i)
Out of the total cash consideration of US$4,335, US$959 was settled during the year ended December 31, 2020 and
the remaining balance of US$3,376 was settled during the year ended December 31, 2021. There was no adjustment to
the cash consideration amounts.
(ii)
Contingent consideration was contingently payable upon the satisfaction of certain financial performance targets of
iClick Cayman and market conditions, which was to be settled partially by cash and partially by ordinary shares of
iClick Cayman. The number of ordinary shares to be issued and allotted to sellers was determined using the 10-day
moving average closing price of the ADS of iClick Cayman.
Contingent consideration was measured at fair value at the acquisition date using projected milestone dates,
probabilities of success and projected financial results of the CMRS Group discounted at its fair value as of the
acquisition date.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-50
4
Acquisition (Continued)
(a)
Acquisition of CMRS Group Holding Limited (Continued)
Note: (Continued)
In determining the fair value of the contingent consideration, an income approach was applied by using discounted
cash flows. In this approach, projected risk-adjusted contingent payments were discounted back to the current period
using a discounted cash flow model. The key assumptions used to determine the fair value of the contingent
consideration included projected milestone dates within 24 months after acquisition date and discount rate of 4.32%.
Increase or decrease in the fair value of contingent consideration liabilities primarily resulted from changes in the
estimated probabilities of achieving net profits after tax thresholds or market share prices milestones during the period.
During the  year ended December 31, 2021, iClick Cayman partially settled contingent consideration payable with
(i) total cash of US$2,024 and (ii) 183,740 Class A ordinary shares of iClick Cayman with a fair value of US$2,060 on
the grant date of such consideration shares. The change in fair value recorded in consolidated statement of
comprehensive loss under “other losses, net” for the year ended December 31, 2021 amounted to a gain of US$418.
During the year ended December 31, 2022, iClick Cayman agreed with the sellers of CMRS Group on the settlement of
the outstanding contingent consideration payable with a total cash of HK$100 million (equivalent to US$12,903), out
of which US$ 7,742 was settled during the year ended December 31, 2022, while the remaining amounts of US$5,161
have been settled during the year ended December 31, 2023. The fair value loss pertained to the contingent payable
prior to the settlement agreement with the sellers of CMRS Group was recorded in consolidated statement of
comprehensive loss under “other losses, net” for the year ended December 31, 2022 amounted to US$8,396.
5
Discontinued Operations
As disclosed in Note 2 to the consolidated financial statements, the board of directors approved the disposal of certain business
segments, namely the mainland China Enterprise Solution business (“ES”) and the demand side Marketing Solutions business
(“MS”). Accordingly, historical financial results are adjusted for comparative purposes.
ES, comprised Tetris Media Limited and its subsidiaries, delivered its enterprise solutions business in mainland China. This
strategic move aimed to optimize the Company’s operations based on the performance of business units, enhance profitability,
and realign the business focus to meet market trends and demand in the SaaS sector. After the disposal, the Company continues
to operate its enterprise solutions business in Hong Kong.
The disposal of MS, comprised Digital Marketing Group Limited and its subsidiaries, aligned with the Company’s ongoing
strategic scale-down of lower-margin and higher-risk businesses in its marketing solutions segment, and the Company’s strategy
of optimizing its operations and realigning its business focus to meet market trends. The uncertainties around the macro-
economic conditions since the COVID-19 pandemic led to a broad-based slowdown in the advertising market in mainland
China. In addition, the uncertainty in macro-economic environment with ongoing influences on market sentiment, advertising
spending and promotional activities affect the profitability and cash flows of this cash intensive business segment. The disposal
enabled the Company to concentrate resources on its service offerings with higher margins, greater operational efficiency and
flexibility, and balanced risks.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-51
5
Discontinued Operations (Continued)
The following table reconciles the impact on the consolidated balance sheet as of December 31, 2023:
    
As of December 31, 2023
As 
Effect of 
previously 
operations 
    
reported
    
discontinued
    
As adjusted
Assets
Current assets
Cash and cash equivalents
50,766  
(36,509) 
14,257
Time deposits
258  
—  
258
Restricted cash
26,756  
(7) 
26,749
Short-term investments
5,723  
(3,784) 
1,939
Amount due from an equity investee
6  
—  
6
Accounts receivable, net of allowance for credit losses
56,752  
(43,217) 
13,535
Rebates receivable
1,006  
(228) 
778
Prepaid media costs
11,781  
(5,449) 
6,332
Other current assets, net of allowance for credit losses
6,755  
(4,294) 
2,461
Discontinued operations
—  
93,488  
93,488
Total current assets
159,803  
—  
159,803
Non-current assets
   
   
  
Investment in an equity investee
218  
—  
218
Other long-term investments
3,179  
—  
3,179
Right-of-use assets, net
54  
—  
54
Other assets, net of allowance for credit losses
450  
(305) 
145
Discontinued operations
—  
305  
305
Total non-current assets
3,901  
—  
3,901
Total assets
163,704  
—  
163,704
Liabilities
   
   
  
Current liabilities
   
   
  
Accounts payable
40,321  
(35,859) 
4,462
Deferred revenue
12,390  
(4,779) 
7,611
Accrued liabilities and other current liabilities
25,326  
(15,169) 
10,157
Lease liabilities
1,661  
(704) 
957
Bank borrowings
38,406  
(36,441) 
1,965
Income tax payable
1,968  
(481) 
1,487
Discontinued operations
—  
93,433  
93,433
Total current liabilities
120,072  
—  
120,072
Non-current liabilities
   
   
  
Lease liabilities
1,231  
(731) 
500
Deferred tax liabilities
1,111  
—  
1,111
Accrued liabilities and other liabilities
38  
(2) 
36
Discontinued operations
—  
733  
733
Total non-current liabilities
2,380  
—  
2,380
Total liabilities
122,452  
—  
122,452

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-52
5
Discontinued Operations (Continued)
The following table reconciles the impact on the consolidated statement of comprehensive loss sheet for the year ended
December 31, 2023:
    
For the year ended December 31, 2023
As 
Effect of 
previously 
operations 
    
reported
    
discontinued
    
As adjusted
Net revenues
133,217  
(97,166) 
36,051
Cost of revenues
(98,375) 
81,405  
(16,970)
Gross profit
34,842  
(15,761) 
19,081
Operating expenses
   
   
  
Research and development expenses
(7,548) 
6,625  
(923)
Sales and marketing expenses
(37,213) 
19,933  
(17,280)
General and administrative expenses
(28,055) 
17,217  
(10,838)
Impairment of long-lived assets
(2,837) 
1,153  
(1,684)
Total operating expenses
(75,653) 
44,928  
(30,725)
Operating loss
(40,811) 
29,167  
(11,644)
Interest income
2,035  
(873) 
1,162
Interest expense
(1,428) 
1,235  
(193)
Other gains/(losses), net
2,042  
(4,341) 
(2,299)
Loss before share of loss from an equity investee and income tax
expense
(38,162) 
25,188  
(12,974)
Share of losses from an equity investee
(61) 
—  
(61)
Income tax expense
(647) 
(1) 
(648)
Net loss
(38,870) 
25,187  
(13,683)
Net loss attributable to non-controlling interests
180  
(77) 
103
Net loss attributable to iClick Interactive Asia Group Limited’s
ordinary shareholders
(38,690) 
25,110  
(13,580)

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-53
5
Discontinued Operations (Continued)
The following table reconciles the impact on the consolidated statement of comprehensive loss sheet for the year ended
December 31, 2022:
    
For the year ended December 31, 2022
    
As 
Effect of 
previously 
operations 
reported
discontinued
As adjusted
Net revenues
169,080  
(122,509) 
46,571
Cost of revenues
(173,212) 
150,607  
(22,605)
Gross (loss)/profit
(4,132) 
28,098  
23,966
Operating expenses
   
   
  
Research and development expenses
(9,216) 
7,406  
(1,810)
Sales and marketing expenses
(44,613) 
26,025  
(18,588)
General and administrative expenses
(51,668) 
35,488  
(16,180)
Impairment of long-lived assets
(4,403) 
2,559  
(1,844)
Impairment of goodwill
(80,137) 
70,303  
(9,834)
Total operating expenses
(190,037) 
141,781  
(48,256)
Operating loss
(194,169) 
169,879  
(24,290)
Interest income
1,478  
(767) 
711
Interest expense
(2,057) 
1,996  
(61)
Other losses, net
(19,165) 
748  
(18,417)
Loss before share of loss from an equity investee and income tax expense
(213,913) 
171,856  
(42,057)
Share of losses from an equity investee
(75) 
—  
(75)
Income tax (expense)/credit
11,182  
(12,742) 
(1,560)
Net loss
(202,806) 
159,114  
(43,692)
Net loss attributable to non-controlling interests
1,931  
(1,930) 
1
Net loss attributable to iClick Interactive Asia Group Limited’s ordinary
shareholders
(200,875) 
157,184  
(43,691)

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-54
5
Discontinued Operations (Continued)
The following table reconciles the impact on the consolidated statement of cash flows for the year ended December 31, 2023:
    
For the year ended December 31, 2023
As
Effect of
previously
operations
reported
discontinued
As adjusted
Cash flows from operating activities
  
  
  
Net loss
(38,870)
—
(38,870)
Loss from discontinued operations, net of income taxes
—
25,187
25,187
Adjustments to reconcile net loss to net cash used in operating activities
 
    
    
  
Depreciation of property and equipment
 
137  
—  
137
Amortization of intangible assets
 
566  
—  
566
Amortization of right-of-use assets
 
478  
—  
478
Gains on disposals of property and equipment
 
(15)  
6  
(9)
Reversal of credit losses on accounts receivable
 
(1,431)  
966  
(465)
Allowance for credit losses on loans and interest receivable
 
4,486  
(4,463)  
23
Share-based compensation expenses
 
1,082  
—  
1,082
Fair value losses on short-term investments
 
(566)  
119  
(447)
Fair value gain on long-term investment
 
(179)  
—  
(179)
Impairment of intangible assets
 
439  
(13)  
426
Impairment of long-term investments
 
1,034  
—  
1,034
Impairment of property and equipment
 
185  
—  
185
Impairment of right-of-use assets
 
2,624  
(1,551)  
1,073
Deferred tax
 
506  
—  
506
Share of losses from an equity investee
 
61  
—  
61
Changes in operating assets and liabilities, net
 
    
    
  
Accounts receivable
 
9,962  
(11,794)  
(1,832)
Prepayments and other assets
 
2,915  
(2,119)  
796
Rebates receivables
 
1,927  
(2,001)  
(74)
Prepaid media costs
 
4,713  
(4,376)  
337
Accounts payable
 
(764)  
1,279  
515
Accrued liabilities and other current liabilities
 
(1,967)  
9,413  
7,446
Deferred revenue
 
(4,296)  
(4,012)  
(8,308)
Income tax payable
 
(72)  
—  
(72)
Income tax recoverable
 
(148)  
88  
(60)
Lease liabilities
 
(2,503)  
1,336  
(1,167)
Amount due from an equity investee
 
270  
—  
270
Net cash used in by operating activities
 
(19,426)  
8,065  
(11,361)
Cash flows from investing activities
 
    
    
  
Purchase of property and equipment
 
(83)  
—  
(83)
Purchase of intangible assets
 
(14)  
14  
—
(Purchase)/redemption of short-term investments
 
1,585  
—  
1,585
(Purchase)/disposal of other long-term investments
 
1,936  
—  
1,936
Redemption/(purchase) of time deposits
 
(248)  
—  
(248)
Acquisition of businesses, net of cash received
 
(5,161)  
—  
(5,161)
Repayment of loan from third parties
 
981  
(981)  
—
Proceeds from disposal of property and equipment
 
17  
(6)  
11
Net cash used in investing activities
 
(987)  
(973)  
(1,960)
Cash flows from financing activities
 
    
    
  
Proceeds from bank borrowings
 
59,035  
(57,138)  
1,897
Repayments of bank borrowings
 
(64,910)  
63,387  
(1,523)
Repurchase of ordinary shares
 
(214)  
—  
(214)
Net cash used in financing activities
 
(6,089)  
6,249  
160

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-55
5
Discontinued Operations (Continued)
The following table reconciles the impact on the consolidated statement of cash flows for the year ended December 31, 2022:
    
For the years ended December 31, 2022
As
Effect of
previously
operations
reported
discontinued
As adjusted
Cash flows from operating activities
  
  
  
Net loss
(202,806)
—
(202,806)
Loss from discontinued operations, net of income taxes
—
159,114
159,114
Adjustments to reconcile net loss to net cash used in operating activities
 
    
    
  
Depreciation of property and equipment
 
842
 
(523)  
319
Amortization of intangible assets
 
2,990
 
(2,257)  
733
Amortization of right-of-use assets
 
2,650
 
(1,322)  
1,328
Gains on disposals of property and equipment
 
(40)  
22
 
(18)
Allowance for/(reversal of) credit losses on accounts receivable
 
18,542
 
(17,612)  
930
Allowance for credit losses on loans and interest receivable
 
3,661
 
(3,661)  
—
Share-based compensation expenses
 
3,794
 
—
 
3,794
Fair value losses/(gains) on short-term investments
 
2,368
 
54
 
2,422
Impairment of goodwill
 
80,137
 
(70,303)  
9,834
Impairment of intangible assets
 
49,778
 
(49,188)  
590
Impairment of long-term investments
 
10,805
 
(4,116)  
6,689
Impairment of property and equipment
 
1,206
 
(966)  
240
Impairment of right-of-use assets
 
2,365
 
(1,351)  
1,014
Fair value changes on contingent consideration payables
 
8,396
 
—
 
8,396
Deferred tax
 
(11,557)  
12,678
 
1,121
Share of losses from an equity investee
 
75
 
—
 
75
Changes in operating assets and liabilities, net
 
    
    
  
Accounts receivable
 
102,028
 
(106,170)  
(4,142)
Prepayments and other assets
 
8,478
 
(6,929)  
1,549
Rebates receivables
 
2,642
 
(1,841)  
801
Prepaid media costs
 
17,515
 
(10,271)  
7,244
Accounts payable
 
(24,859)  
20,694
 
(4,165)
Accrued liabilities and other current liabilities
 
3,999
 
(10,784)  
(6,785)
Deferred revenue
 
(6,935)  
9,789
 
2,854
Income tax payable
 
(1,839)  
1,029
 
(810)
Income tax recoverable
 
(319)  
77
 
(242)
Lease liabilities
 
(2,776)  
1,406
 
(1,370)
Amount due from an equity investee
 
(36)  
—
 
(36)
Net cash provided by/(used in) operating activities
 
71,104
 
(82,431)  
(11,327)
Cash flows from investing activities
 
    
    
  
Purchase of property and equipment
 
(506)  
380
 
(126)
Purchase of short-term investments
 
(99)  
(1,611)  
(1,710)
Purchase of other long-term investments
 
(6,500)  
—
 
(6,500)
Redemption of time deposits
 
11,118
 
—
 
11,118
Acquisition of businesses, net of cash received
 
(7,742)  
—
 
(7,742)
Purchase of interest in a subsidiary from non-controlling interests
 
(722)  
722
 
—
Repayment of loan from third parties
 
434
 
(434)  
—
Proceeds from disposal of property and equipment
 
40
 
(4)  
36
Net cash used in investing activities
 
(3,977)  
(947)  
(4,924)
Cash flows from financing activities
 
    
    
  
Proceeds from exercise of share options
 
68
 
—
 
68
Proceeds from bank borrowings
 
180,006
 
(174,151)  
5,855
Repayments of bank borrowings
 
(209,789)  
203,691
 
(6,098)
Repurchase of ordinary shares
 
(7,574)  
—
 
(7,574)
Net cash used in financing activities
 
(37,289)  
29,540
 
(7,749)

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-56
5
Discontinued Operations (Continued)
(a)
Disposal of mainland China Enterprise Solutions business
In July 2024, the Company entered into a definitive agreement with a related entity, BeihaiOne Limited which was managed by
several key senior management of our mainland China office, to dispose the mainland China Enterprise Solution business
(“ES”) for US$80. Upon completion of the transaction in September 2024, ES was deconsolidated from the Group and its
historical financial results are reflected in the Group’s consolidated financial statements as discontinued operations accordingly.
The following tables set forth the assets, liabilities, statement of operations and cash flows of ES which were included in the
Group’s consolidated financial statements:
As of December 31,
    
2023
    
2024
Assets
Current assets
Cash and cash equivalents, time deposits and restricted cash
 
5,253  
—
Accounts receivable, net of allowance for credit losses
 
16,805  
—
Short-term investments
 
3,784  
—
Other current assets
 
6,987  
—
Total current assets
 
32,829  
—
Non-current assets
 
   
  
Other non-current assets
 
112  
—
Total assets
 
32,941  
—
Liabilities and shareholders’ equity
 
   
  
Current liabilities
 
   
  
Accounts payables
 
16,551  
—
Bank borrowings
 
1,533  
—
Accrued liabilities and other current liabilities
 
8,198  
—
Total current liabilities
 
26,282  
—
Non-current liabilities
 
   
  
Lease liabilities
 
448  
—
Total liabilities
 
26,730  
—

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-57
5
Discontinued Operations (Continued)
(a)
Disposal of mainland China Enterprise Solutions business (Continued)
    
For the years ended December 31,
2022
    
2023
    
2024
Revenues
 
50,770  
26,165  
(6,134)
Cost of revenue
 
(47,760) 
(19,892) 
9,538
Gross profit
 
3,010  
6,273  
3,404
Operating expenses
Research and development expenses
 
(4,138) 
(2,796) 
(477)
Sales and marketing expenses
 
(14,202) 
(14,298) 
(2,519)
General and administrative expenses
 
(11,398) 
(8,610) 
(435)
Impairment of long-lived assets
 
(1,376) 
(1,085) 
—
Impairment of goodwill
 
(21,807) 
—  
—
Total operating expenses
 
(52,921) 
(26,789) 
(3,431)
Loss from operations of discontinued operations
 
(49,911) 
(20,516) 
(27)
Interest income
 
210  
225  
1
Interest expenses
 
(201) 
(80) 
(18)
Other gains, net
 
4,055  
11,954  
120
Loss from discontinued operations before income taxes
 
(45,847) 
(8,417) 
76
Income tax credit/(expenses)
 
56  
—  
(23)
Loss from discontinued operations, net of income taxes
 
(45,791) 
(8,417) 
53
Net cash provided by/(used in) discontinued operating activities
 
(6,342) 
(1,409) 
(1,240)
Net cash (used in)/provided by discontinued investing activities
 
(823) 
967  
812
Net cash used in discontinued financing activities
 
(13,776) 
(417) 
(1,533)

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-58
5.
Discontinued Operations (Continued)
(b)
Disposal of demand side Marketing Solutions business
In September 2024, the Company entered into a share purchase agreement to dispose the demand side Marketing Solutions
business (“MS”) to a related entity, SiAct Inc. which was managed by several key senior management of our mainland China
office. The transaction was completed in November 2024. Accordingly, MS was classified as discontinued operations and its
historical financial results are reflected in the Group’s consolidated financial statement as discontinued operations for all periods
presented.
The following tables set forth the assets, liabilities, statement of operations and cash flows of MS which were included in the
Group’s consolidated financial statements:
    
As of December 31,
2023
    
2024
Assets
Current assets
Cash and cash equivalents, time deposits and restricted cash
 
31,263  
—
Accounts receivable, net of allowance for credit losses
 
26,412  
—
Other current assets
 
2,984  
—
Total current assets
 
60,659  
—
Non-current assets
Other non-current assets
 
193  
—
Total assets
 
60,852  
—
Liabilities and shareholders’ equity
Current liabilities
Accounts payables
 
19,308  
—
Bank borrowings
 
34,908  
—
Accrued liabilities and other current liabilities
 
12,935  
—
Total current liabilities
 
67,151  
—
Non-current liabilities
Lease liabilities
 
283  
—
Other non-current liabilities
 
2  
—
Total non-current liabilities
 
285  
—
Total liabilities
 
67,436  
—

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-59
5.
Discontinued Operations (Continued)
(b)
Disposal of demand side Marketing Solutions business (Continued)
    
For the years ended December 31,
2022
    
2023
    
2024
Revenues
 
71,739
71,001
30,730
Cost of revenue
 
(102,847)
(61,513)
(27,030)
Gross (loss)/profit
 
(31,108)
9,488
3,700
Operating expenses
Research and development expenses
 
(3,268)
(3,829)
(1,004)
Sales and marketing expenses
 
(11,823)
(5,635)
(4,345)
General and administrative expenses
 
(24,090)
(8,607)
(3,853)
Impairment of long-lived assets
 
(1,183)
(68)
—
Impairment of goodwill
 
(48,496)
—
—
Total operating expenses
 
(88,860)
(18,139)
(9,202)
Loss from operations of discontinued operations
 
(119,968)
(8,651)
(5,502)
Interest income
 
557
648
363
Interest expenses
 
(1,795)
(1,155)
(675)
Other (losses)/gains, net
 
(4,803)
(7,613)
657
Loss from discontinued operations before income taxes
 
(126,009)
(16,771)
(5,157)
Income tax credit
 
12,686
1
—
Loss from discontinued operations, net of income taxes
 
(113,323)
(16,770)
(5,157)
Net cash provided by/(used in) discontinued operating activities
 
88,773  
(6,656) 
(8,096)
Net cash provided by discontinued investing activities
 
1,770  
6  
—
Net cash used in discontinued financing activities
 
(15,764) 
(5,831) 
—

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-60
6
Cash and cash equivalents and time deposits
Cash and cash equivalents represent cash on hand, cash held at banks, and short-term deposits placed with banks or other
financial institutions, which have original maturities of three months or less.
As of December 31, 2023, the Company had time deposits of US$258 with an average original maturity of 91-95 days which
are denominated in US$. No time deposits recorded in 2024.
Cash and cash equivalents and time deposits as of December 31, 2023 and 2024 primarily consist of the following currencies:
As of December 31, 
2023
2024
Discontinued operations
Continuing operations
Total
    Amount in    
US$
    Amount in
US$
Amount in
US$
Amount in    
US$
thousand     equivalent     thousand     equivalent     thousand     equivalent     thousand     equivalent
RMB
 
234,411  
32,666  
23,057
3,213
257,468
35,879
62,730  
8,661
HK$
 
20,621
2,661  
31,981
4,126
52,602
6,787
29,322  
3,784
US$
 
1,182
1,182  
5,142
5,142
6,324
6,324
6,362  
6,362
Japanese Yen
 
—  
—   235,432
1,519
235,432
1,519
24,616  
159
Singapore dollars
 
—  
—  
244
184
244
184
428  
319
New Taiwan dollars
 
—  
—  
2,829
91
2,829
91
1,588  
49
Others
 
—  
—  
424
240
424
240
293  
305
 
36,509
14,515
51,024
 
19,639
7
Restricted cash
As of December 31, 2023, all the restricted cash represented bank balances held in restricted bank accounts pursuant to certain
bank borrowings (Note 18). Restricted cash carried fixed interest at a weighted average rate of 3.14% per annum, out of which
US$9,204 (US$9,197 was related to the continuing operations) and US$17,552 are denominated in US$ and RMB, respectively.
No restricted cash was held by the Company as of December 31, 2024.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-61
8
Equity investment
On May  31, 2019, iClick Cayman and VGI Global Media PLC (“VGI”), an online-to-offline solutions provider across
advertising, payment and logistics platforms  in Thailand, jointly  established  a new company namely V-Click Technology
Company Limited (“V-Click”). VGI holds a majority stake of 51% in V-Click and iClick Cayman holds the remaining 49%
stake. The investment was accounted for as an equity-method investment due to the significant influence iClick Cayman has
over the operating and financial policies of V-Click.
(a)
Investment in an equity investee
Movements on the Company’s investment in V-Click during the years ended December 31, 2023 and 2024 were as follows:
For the years ended 
December 31, 
    
2023
    
2024
Balance at the beginning of year
 
279  
218
Share of losses
 
(61) 
(76)
Balance at the end of year
 
218  
142
The Company recognized its share of the equity investee’s loss of US$61 and US$76 for the years ended December 31, 2023
and 2024, respectively. There was no indicator of impairment noted for this equity-method investment as of December 31, 2023
and 2024.
(b)
Amount due from an equity investee
As of December 31, 2023 and 2024, the amount was due from V-Click in relation to cash advances of US$6  and US$6,
respectively, which was unsecured, interest-free and repayable on demand.
9
Other long-term investments
As of December 31, 
    
2023
    
2024
Available-for-sale debt investment (Note 2(k))
 
3,179  
—
Investments in equity securities without readily determinable fair values, gross
14,104
—
Accumulated impairment
 
(14,104) 
—
Investments in equity securities without readily determinable fair values, net
—  
—
Total other long-term investments
 
3,179  
—
The Company’s other long-term investments consist of (i) available-for-sale debt investments (see Note 2(k)), and (ii) securities
without readily determinable fair value and over which the Company has neither significant influence nor control through
investments in common stock or in-substance common stock.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-62
9
Other long-term investments (Continued)
Movement of investments in equity securities without readily determinable fair values for the years ended December 31, 2023
and 2024 is as follows:
For the years ended
December 31, 
    
2023
    
2024
Balance at the beginning of year
 
2,970  
—
Disposal during the year
(1,936)
—
Impairment
 
(1,034) 
—
Balance at the end of year
 
—  
—
The Company used measurement alternative for recording equity investments without readily determinable fair values at cost,
less impairment, adjusted for subsequent observable price changes. Based on ASU 2016-01, entities that elect the measurement
alternative will report changes in the carrying value of the equity investments in current earnings. If measurement alternative is
used, changes in the carrying value of the equity investment will be recognized whenever there are observable price changes in
orderly transactions for the identical or similar investment of the same issuer, and impairment charges will be recorded when
any impairment indicators are noted and the fair value is lower than the carrying value.
The Company, with the assistance of an independent valuer, assessed the fair value of certain investments as of the balance
sheet date, using significant unobservable input including price-to-sales multiples of comparable companies and a discount for
lack of marketability (the “DLOM”). The Company concluded that impairment was warranted for certain investments as of
December 31, 2022, 2023 and 2024 and recognized impairment charges for investments without readily determinable fair value
of US$10,805 (out of which US$6,689 was recognized in the continuing operations), US$1,034 and US$nil, for the years ended
December 31, 2022, 2023 and 2024, respectively, which are related to investees in sports nutrition products business, e-
commerce platforms business, publishing and logistics business, information technology business, gaming business, advertising
business whose financial performance was unsatisfactory with no obvious upturn or potential financing solutions in the
foreseeable future.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-63
10
Accounts receivable, net
As of December 31, 
    
2023
    
2024
Discontinued     Continuing     
Continuing
operations
operations
Total
operations
Accounts receivable, gross
 
70,946
14,969
85,915  
12,653
Less: allowance for credit losses (Note 2(j))
 
(27,729)
(1,434)
(29,163) 
(2,633)
Accounts receivable, net
 
43,217
13,535
56,752  
10,020
11
Other assets
Other assets consist of the following:
    
As of December 31,
    
2023
2024
Discontinued
Continuing
Continuing
     operations      operations     
Total
     operations
Current
   
   
 
 
Deposits
 
621  
672  
1,293  
680
Prepayments (Note)
 
525  
484  
1,009  
3,591
Loans and interest receivable, net (Note 2(j))
 
1,644  
28  
1,672  
7
Bank interest receivables
21
—
21
—
VAT recoverable
 
620  
853  
1,473  
796
Others
 
863  
424  
1,287  
554
4,294
2,461
6,755  
5,628
Non-current
Rental deposits
 
305  
145  
450  
324
 
305  
145  
450  
324
Note:
Balance mainly refers to prepayments made to professional parties for consultancy and legal services in relation to the
Company’s restructuring and merger.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-64
12
Property and equipment, net
Property and equipment consist of the following:
As of December 31, 
2023
2024
Discontinued
Continuing
Continuing
     operations      operations     
Total
     operations
Cost:
Office equipment
2,805
2,220  
5,025  
2,236
Leasehold improvements
1,512
1,013  
2,525  
1,013
Furniture and fixtures
328
564  
892  
564
Total cost
4,645
3,797  
8,442  
3,813
Less: Accumulated depreciation
(3,725)
(3,364) 
(7,089) 
(3,368)
Less: Accumulated impairment losses
(930)
(423)
(1,353)
(423)
Exchange differences
10
(10) 
—  
(9)
Property and equipment, net
—
—  
—  
13
Depreciation expense recognized for the years ended December 31, 2022, 2023 and 2024 are summarized as follows:
For the years ended December 31, 
    
2022
    
2023
    
2024
Discontinued
Continuing
Continuing
Continuing
     operations      operations     
Total
     operations      operations
Cost of revenues
10
1
11
—
—
Research and development expenses
 
188  
32  
220  
—  
—
Sales and marketing expenses
 
32  
187  
219  
125  
4
General and administrative expenses
 
293  
99  
392  
12  
—
Total
 
523  
319  
842  
137  
4

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-65
13
Intangible assets, net
Intangible assets consist of the following:
As of December 31, 
2023
    
2024
Discontinued
Continuing
Continuing
     operations      operations     
Total
     operations
Cost:
    
    
      
  
Computer software
22,163
1,656  
23,819  
1,716
Developed technologies
117
—  
117  
—
Customer relationship
1,103
1,032  
2,135  
1,032
Brand name
—
1,162  
1,162  
1,162
Contract backlog
—
585  
585  
585
Advertising contract
53,287
—  
53,287  
—
Total cost
76,670
4,435  
81,105  
4,495
Less: Accumulated amortization
(27,501)
(3,408) 
(30,909) 
(3,408)
Less: Accumulated impairment losses
(49,171)
(1,048)
(50,219)
(1,048)
Exchange differences
2
21  
23  
21
Intangible assets, net
—
—  
—  
60
Amortization expense recognized for the years ended December 31, 2022, 2023 and 2024 are summarized as follows:
For the years ended December 31, 
2022
    
2023
    
2024
Discontinued
Continuing
Continuing
Continuing
     operations      operations     
Total
     operations      operations
Cost of revenues
 
2,071
712
2,783
548
—
Sales and marketing expenses
 
3
19
22
13
—
General and administrative expenses
 
183
2
185
5
—
 
2,257
733
2,990
566
—
14
Goodwill
Movements on goodwill during the year were as follows:
Continuing operations
Discontinued operations
Marketing
Enterprise
Marketing
Enterprise
     Solutions      Solutions      Solutions      Solutions     
Total
Balance as of January 1, 2022
4,528
5,306
48,496
23,344
81,674
Impairment (Note 2(q))
(4,528)
(5,306)
(48,496)
(21,807)
(80,137)
Exchange differences
 
—
—
—
(1,537)
(1,537)
Balance as of December 31, 2022, 2023 and 2024
—
—
—
—
—

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-66
15
Lease accounting
The Company has operating leases primarily for office and operation space. The lease term is generally specified in lease
agreements, however certain agreements provide for lease term extensions or early termination options. To determine the period
for the estimated future lease payments, the Company evaluates whether it is reasonably certain that it will exercise the option at
the commencement date and periodically thereafter. The lease terms of the Company’s operating leases generally ranged from
12 to 36 months (2023: 12 to 36 months), and the weighted average remaining lease term as of December 31, 2024 was 23
months (2023: 24 months).
To determine the estimated future lease payments, the Company reviews each of its lease agreements to identify the various
payment components. The Company includes only the actual lease components in its determination of future lease payments for
all the leases. Once the estimated future lease payments are determined, the Company uses a discount rate to calculate the
present value of the future lease payments. During the year ended December 31, 2024, a weighted average discount rate of 4.4%
(2023: 4.1%) has been applied to the remaining lease payments to calculate the lease liabilities included within the consolidated
balance sheets. This represents the incremental borrowing rate the Company would be subject to on borrowings from its
available revolving debt agreements.
The right-of-use assets of the Company, net of accumulated amortization and impairment, amounted to US$54 and US$460 as
of December 31, 2023 and 2024, respectively. The following table presents the maturity of the Company’s operating lease
liabilities as of December 31, 2024.
2025
    
495
2026
 
430
2027
 
239
Total operating lease payments (undiscounted)
 
1,164
Less: Imputed interest
 
(65)
Total operating lease liabilities (discounted)
 
1,099
Lease expenses for these leases are recognized on a straight-line basis over the lease term. For short-term leases over which the
Company has elected not to apply the recognition requirements of ASC 842, the Company has recognized the lease payments as
expenses on a straight-line basis over the lease term. For the years ended December 31, 2022, 2023 and 2024, total lease cost is
comprised of the following:
For the years ended December 31, 
2022
2023
    
2024
Discontinued
Continued
Discontinued
Continued
Continuing
     operations     operations     Total      operations     operations     Total      operations
Relating to the operating lease liabilities
1,402
1,433
2,835
—
530
530
173
Relating to short-term leases
815
79
894
668
298
966
387
2,217
1,512
3,729
668
828
1,496
560

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-67
15
Lease accounting (Continued)
Supplemental cash flow information related to operating leases is as follows:
For the years ended December 31, 
    
2022
    
2023
    
2024
Discontinued
Continuing
Discontinued
Continuing
Continuing
     operations      operations      Total      operations      operations      Total      operations
Cash paid for the rentals included in the
lease liabilities
 
1,330
1,446
2,776
1,296
1,252
2,548
986
Right-of-use assets obtained in exchange
for operating lease liabilities
611
2,377
2,988
1,469
313
1,782
83
The Company recognized impairment of right-of-use assets of US$2,365, US$2,624 and US$53, out of which US$1,014,
US$1,073 and US$53 were related to the continuing operations, for the years ended December 31, 2022, 2023 and 2024,
respectively.
16
Deferred revenue
As of December 31, 
    
2023
    
2024
Discontinued     Continuing
Continuing
    
operations      operations     
Total
     operations
Deferred revenue, current
4,779
7,611
12,390
8,680
Changes in deferred revenue balance for the years ended December 31, 2023 and 2024 were as follows:
For the years ended
December 31, 
    
2023
    
2024
Discontinued     Continuing     
Continuing
operations
operations
Total
operations
Balance at the beginning of year
8,801
8,174
16,975
7,611
Additions to deferred revenue
 
16,751
15,401
32,152
15,573
Recognition of deferred revenue as revenues
 
(20,529)
(15,926)
(36,455)
(14,476)
Exchange differences
 
(244)
(38)
(282)
(28)
Balance at the end of year
 
4,779
7,611
12,390
8,680

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-68
17
Accrued liabilities and other liabilities
Accrued liabilities and other liabilities consist of the following:
    
As of December 31, 
    
2023
    
2024
Discontinued     Continuing     
Continuing
operations
operations
Total
operations
Current
  
  
Rebates payable to customers
 
78
763
841
537
VAT and other taxes payable
 
7,576
818
8,394
817
Security deposit received from customers
 
329
460
789
431
Accrued employee benefits
 
5,071
4,619
9,690
4,332
Accrued professional fees
 
1,202
2,597
3,799
7,786
Accrued marketing and hosting expenses
 
601
649
1,250
1,168
Others
 
312
251
563
655
 
15,169
10,157
25,326
15,726
Non-current
    
    
  
    
  
Severance liabilities
    
2
36
38
40
 
2
36
38
40
18
Bank borrowings
    
As of December 31, 
    
2023
    
2024
Discontinued     Continuing     
Continuing
operations
operations
Total
operations
1-year revolving loans denominated in RMB at interest rates ranging
from 0.00% (2023: 3.60% to 4.85%) per annum
9,198
1,254
10,452
—
Half-year revolving loans denominated in RMB at interest rates of
0.00% (2023: 3.00) per annum
15,956
—
15,956
—
Revolving service trade loans denominated in HK$ at interest rates of
8.83% (2023: 9.52%) per annum
 
—
14
14
 
—
3-month revolving loan denominated in RMB at an interest rate of
0.00% (2023: 4,70%) per annum
 
11,148
—
11,148
 
—
1-year term loan denominated in RMB at an interest rate of 3.20% to
3.30% (2023: 3.60% to 4.40%) per annum
 
139
697
836
 
1,933
 
36,441
1,965
38,406
 
1,933
Note:
(i)
Corporate guarantee by iClick Cayman and accounts receivable of the Company of US$175 dollars (2023: US$26,756,
out of which US$18 thousand dollars were related to continuing operations) are provided as pledge to secure the
obligations under the facilities from certain banks.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-69
18
Bank borrowings (Continued)
Note: (Continued)
(ii)
Out of the total banking facilities of US$55,692 (out of which US$9,041 was related to continuing operations) and
US$7,623 available to the Company as of December 31, 2023 and 2024, respectively, US$38,406 (out of which
US$1,965 was related to the continuing operations) and US$1,933 have been utilized by the Company as of December
31, 2023 and 2024, respectively. As of December 31, 2024, total undrawn revolving, service trade and term loan
facilities amounted to US$500, US$4,500 and US$690 (2023: US$10,431, US$4,486 and US$2,369 (out of which
US$500, US$4,486 and US$2,090 were related to continuing operations)) respectively. Total undrawn facilities
available for draw-down as of December 31, 2023 and 2024, net of bank deposits that would need to be pledged as
restricted cash upon utilization of the facilities, amounted to US$6,442 (out of which US$6,179 was related to
continuing operations) and US$2,200, respectively.
(iii)
As of December 31, 2023, a financial covenant (minimum quarterly EBITDA as defined in the banking facilities
agreements) as set out in one of the loan agreements has been breached. The Company has obtained waiver letter such
that the bank would not demand immediate repayment from the Company. As of December 31, 2024, no financial
covenants as set out in these loan agreements were breached.
The weighted average interest rate for bank borrowings outstanding as of December 31, 2023 and 2024 was 3.60% and 3.26%
per annum, respectively. Other than those shown above, iClick Cayman did not have any significant capital and other
commitments, long-term obligations, or guarantees as of December 31, 2023 and 2024.
19
Ordinary shares
As of December 31, 2023 and 2024, iClick Cayman is authorized to issue  100,000,000  shares of US$0.001  par value per
ordinary share, out of which 80,000,000 shares are Class A ordinary shares and 20,000,000 shares are Class B ordinary shares.
The holders of Class A ordinary shares shall have one vote in respect of each Class A ordinary share held and the holders of
Class B ordinary shares shall have twenty votes in respect of each Class B ordinary share held.
On November 14, 2022, iClick Cayman changed the ratio of the American depository shares (“ADS”) representing its Class A
ordinary shares from one ADS representing one-half of one Class A ordinary shares to one ADS representing five Class A
ordinary shares. For the ADS holders, the change in the ADS ratio will have the same effect as a one-for-ten reverse ADS split.
There is no change to iClick Cayman’s Class A ordinary shares.
At the time iClick Cayman adopted the 2010 Employee Share Option Plan (the “2010 Share Option Plan”) and 2018 Post IPO
Share Incentive Plan, iClick Cayman, together with the then shareholders, also decided to allot ordinary shares with par value of
US$0.001  to Arda Holdings Limited (“Arda”), a British Virgin Islands company owned by Sammy Hsieh, Co-founder and
Director of iClick Cayman at no consideration. Arda will only hold these ordinary shares on trust for the benefit of the
employees who are under the 2010 Share Option Plan and 2018 Post IPO Share Incentive Plan and the dealing of these ordinary
shares is under the direction of the board of directors of iClick Cayman. iClick Cayman considered Arda to be a variable interest
entity as this entity has no equity at risk. iClick Cayman further considered that it is the primary beneficiary because the purpose
of Arda is to hold treasury shares on behalf of iClick Cayman and the dealings of those transactions are under the direction of
iClick Cayman’s board of directors. Given the structure of this arrangement, while these ordinary shares have been legally
issued, they do not bear the attributes of unrestricted, issued and outstanding shares. Therefore, the ordinary shares issued to
Arda are accounted for as treasury shares of iClick Cayman until these ordinary shares are earned by iClick Cayman’s
employees, officers, directors or consultants for service provided to the Company. iClick Cayman allotted 627,811 shares during
the year the 2010 Share Option Plan was adopted. No additional shares have been allotted during the years ended December 31,
2022, 2023 and 2024 to Arda. Arda does not hold any other assets or liabilities as of December 31, 2023 and 2024, nor earn any
income nor incur any expenses for the years ended December 31, 2022, 2023 and 2024.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-70
20
Repurchase of shares
The board of directors of iClick Cayman authorized certain share repurchase programs December 2021 (the “December 2021
Share Repurchase Program”) and December 2022 (the “December 2022 Share Repurchase Program”), respectively, as detailed
in the below table.
    
Maximum value of
    
ordinary shares or ADSs of
Repurchase program
    iClick Cayman to repurchase    
Effective period
December 2021 Share Repurchase Program
20,000
Year ended December 31, 2022
December 2022 Share Repurchase Program
 
5,000  
Year ending December 31, 2023
The share repurchases may be made on the open market at prevailing market prices, in negotiated transactions off the market,
and/or in other legally permissible means from time to time as market conditions warrant in compliance with applicable
requirements of Rule 10b5-1 and/or Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended, at times and in
such amounts as iClick Cayman deems appropriate.
The following table is a summary of the shares repurchased by iClick Cayman during 2022, 2023 and 2024 under the
repurchase programs. All shares were purchased through publicly purchasing from the open market.
     Total number of     
ADSs purchased
as part of the
Average
publicly
price paid
Period
announced plan     
per ADS
December 2021 Share Repurchase Program
- For the year ended December 31, 2022
 
731,881  
10.349
December 2022 Share Repurchase Program
- For the year ended December 31, 2023
 
126,883  
1.679
During the year ended December 31, 2024, the Company cancelled 5,952,565 ordinary shares, which were previously
repurchased from the open market.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-71
21
Share-based compensation
(a)
Share option plan
iClick Cayman’s 2010 Share Option Plan provides for the grant of incentive share options to iClick Cayman’s employees,
officers, directors or consultants. iClick Cayman’s board of directors administers the 2010 Share Option Plan, selects the
individuals to whom options will be granted, determines the number of options to be granted, and the term and exercise price of
each option.
During the  years ended December 31, 2022, 2023 and 2024,  no  share options were granted to non-employees, employees,
officers and directors of the Company. The following table summarizes the share option activities for the years ended December
31, 2022, 2023 and 2024:
Weighted
Weighted
Weighted
average
Number of
average
average
remaining
Aggregate
share
exercise
grant date
contractual
intrinsic
    
options
    
price
     fair value     
life
    
value
US$
US$
years
US$’000
At January 1, 2022
314,314
 
12.41
 
N/A
 
3.31
 
1,601
Exercised
(25,341)  
2.69
 
N/A
 
N/A
 
N/A
Forfeited
(14,143)  
19.95
 
N/A
 
N/A
 
N/A
At December 31, 2022
 
274,830
 
12.92
 
N/A
 
2.69
 
17
Vested and expected to vest at December 31, 2022
 
273,392
 
4.33
 
15.37
 
2.69
 
17
Exercisable to vest at December 31, 2022
 
274,720
 
4.39
 
15.35
 
2.69
 
17
At January 1, 2023
 
274,830
 
12.92
 
N/A
 
2.69
 
17
Forfeited
(780)
5.37
N/A
N/A
N/A
At December 31, 2023
 
274,050
 
12.95
 
N/A
 
1.69
 
16
Vested and expected to vest at December 31, 2023
 
272,612
 
4.33
 
15.38
 
1.69
 
16
Exercisable to vest at December 31, 2023
 
273,940
 
4.39
 
15.35
 
1.69
 
16
At January 1, 2024
 
274,050
12.95
N/A
1.69
16
Exercised
 
(23,545)
0.32
N/A
N/A
N/A
Forfeited
(152,650)
5.35
N/A
N/A
N/A
At December 31, 2024
 
97,855
27.92
N/A
0.70
22
Vested and expected to vest at December 31, 2024
 
85,195
3.35
16.04
0.64
22
Exercisable to vest at December 31, 2024
 
97,855
3.88
15.70
0.71
22
The aggregate intrinsic value in the table above represents the difference between the estimated fair values of iClick Cayman’s
ordinary shares as of December 31, 2023 and 2024 and the exercise price.
All share-based payments to employees are measured based on their grant-date fair values. Compensation expense is recognized
based on the vesting schedule over the requisite service period. No options were vested and recognized as expenses during the
years ended December 31, 2022, 2023 and 2024.
As of December 31, 2023 and 2024, there were no unrecognized share-based compensation expenses related to share options.
To the extent the actual forfeiture rate is different from iClick Cayman’s estimate, the actual share-based compensation related
to these awards may be different from the exception.
The binomial option pricing model is used to determine the fair value of the share options granted to employees and non-
employees. There were no grant or modification of share options during the years ended December 31, 2022, 2023 and 2024.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-72
21
Share-based compensation (Continued)
(b)
Post-IPO share incentive plan
iClick Cayman’s post-IPO share incentive plan provides for the grant of incentive share options and RSUs to iClick Cayman’s
employees, officers, directors or consultants. iClick Cayman’s board of directors administers the post-IPO share incentive plan,
selects the individuals to whom options and RSUs will be granted, determines the number of options and RSUs to be granted,
and the term and exercise price of each option and RSU.
During the  years ended December 31, 2022, 2023 and 2024, iClick Cayman granted RSUs to non-employees, employees,
officers and directors of the Company. The following table summarizes the activity of the service-based RSUs for the year
ended December 31, 2022, 2023 and 2024:
    
    
Weighted
average
Number of
grant date
   
RSUs
   
fair value
At January 1, 2022
227,577
17.65
Granted (with a vesting period of 0 to 4 years)
301,850
5.62
Vested
(414,314)
8.78
Forfeited/expired (Note (ii))
(4,650)
12.53
At December 31, 2022
 
110,463
18.26
Expected to vest at December 31, 2022
 
92,900
17.91
At January 1, 2023
 
110,463
18.26
Granted (with a vesting period of 0 to 4 years)
 
762,510
0.73
Vested
 
(208,558)
5.32
Forfeited/expired (Note (ii))
 
(3,875)
24.25
At December 31, 2023
 
660,540
2.07
Expected to vest at December 31, 2023
 
639,362
1.12
At January 1, 2024
 
660,540
2.07
Granted (with a vesting period of 0 to 4 years)
 
357,500
0.34
Vested
 
(914,999)
0.96
Forfeited/expired (Note (ii))
 
(6,207)
18.24
At December 31, 2024
 
96,834
5.11
Expected to vest at December 31, 2024
 
79,325
0.76
Note:
(i)
All share-based payments to employees are measured based on their grant-date fair values. Compensation expense is
recognized based on the vesting schedule over the requisite service period. Total fair values and intrinsic value of
RSUs vested and recognized as expenses for the years ended December 31, 2022, 2023 and 2024 were US$3,794,
US$1,082 and US$732 respectively.
(ii)
Forfeitures are estimated at the time of grant. If necessary, forfeitures are revised in subsequent periods if actual
forfeitures differ from those estimates. Based upon iClick Cayman’s expected forfeitures for RSUs granted, the
directors of iClick Cayman estimated that its future forfeiture rate would be 1% for employees and 0% for non-
employees in 2022, 2023 and 2024, respectively.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-73
21
Share-based compensation (Continued)
(c)
Total share-based compensation costs
Total share-based compensation costs recognized for the years ended December 31, 2022, 2023 and 2024 are as follows:
    
For the years ended December 31, 
    
2022
    
2023
    
2024
Cost of revenues
18
7
—
Research and development
 
337  
148  
371
Sales and marketing
 
1,743  
612  
52
General and administrative
 
1,696  
315  
309
Total
 
3,794  
1,082  
732
22
Other losses, net
    
For the years ended December 31, 
    
2022
    
2023
    
2024
Discontinued    Continuing    
Discontinued    Continuing    
Continuing
operations
operations
Total
operations
operations
Total
operations
Net exchange loss
(53)
(3,130)
(3,183)
1,077
(2,299)
(1,222)
(481)
Forfeiture of advances from customers
1,552
—
1,552
1,933
—
1,933
—
Government subsidy income
2,793
1,665
4,458
1,094
183
1,277
67
Fair value gains/(losses) on short-term
investments
 
54
(2,422)
(2,368)  
119
447
566
 
(400)
Fair value gain on long-term investment  
—
—
—
 
—
179
179
 
308
Impairment on long-term investments
(4,116)
(6,689)
(10,805)
—
(1,034)
(1,034)
(3,487)
Fair value change in contingent
consideration payable
 
—
(8,396)
(8,396)  
—
—
—
 
—
ADR reimbursement from depositary
bank
 
—
(169)
(169)  
—
—
—
 
—
Gain on disposal of discontinued
operations (Note (i))
—
—
—
—
—
—
1,728
Others (Note (ii))
 
(978)
724
(254)  
118
225
343
  (4,945)
Total
 
(748)
(18,417)
(19,165)  
4,341
(2,299)
2,042
  (7,210)
Note:
(i)
As disclosed in Note 5 to the consolidated financial statements, the Company disposed certain business segments
during the year ended December 31, 2024. Out of the total gain on disposal of US$4,313, US$1,728 was recognized in
the continuing operations; while the remaining US$2,585 was recognized in the discontinued operations.
(ii)
During the year ended December 31, 2024, US$3.9 million balance due from one of the disposed entities was written
off as management assessed the recoverability to be low.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-74
23
Income tax
(a)
Cayman Islands and British Virgin Islands
Under the current tax laws of Cayman Islands, iClick Cayman and its subsidiaries are not subject to tax on income or capital
gains. Besides, upon payment of dividends by iClick Cayman to its shareholders, no Cayman Islands withholding tax will be
imposed.
iClick Cayman’s subsidiaries incorporated in the British Virgin Islands are not subject to income or capital gains taxes, estate
duty, inheritance tax or gift tax. In addition, payment of dividends to the shareholders of iClick Cayman’s subsidiaries in the
British Virgin Islands are not subject to withholding tax in the British Virgin Islands.
(b)
Hong Kong profits tax
Entities incorporated in Hong Kong are subject to Hong Kong profits tax. Under the two- tiered profits tax rates regime, the first
HK$2 million assessable profits of the qualifying group company are subject to Hong Kong profits tax at a rate of 8.25% and
the remaining profits are subject at a rate of  16.5% on the estimated assessable profits. The profits of group entities not
qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%.
(c)
PRC Enterprise Income Tax (“EIT”)
iClick Cayman’s subsidiaries, VIE and VIE’s subsidiaries in the PRC are governed by the Enterprise Income Tax Law (“EIT
Law”). Pursuant to the EIT Law and its implementation rules, enterprises in the PRC are generally subjected to tax at a statutory
rate of 25%.
High and new technology enterprises (“HNTE”) will enjoy a preferential enterprise income tax rate of 15% under the EIT Law.
Some of iClick Cayman’s subsidiaries and a VIE’s subsidiary in the PRC are qualified as a HNTE under the EIT Law which are
eligible for a preferential enterprise income tax rate of 15% for a period of three years so long as these entities obtain approval
from relevant tax authority if they are profitable during the period.
In addition, according to the EIT Law and its implementation rules, foreign enterprises, which have no establishment or place in
the PRC but derive dividends, interest, rents, royalties and other income (including capital gains) from sources in the PRC shall
be subject to PRC withholding tax (“WHT”) at 10% (a further reduced WHT rate may be available according to the applicable
double tax treaty or arrangement). The 10% WHT is applicable to any dividends to be distributed from the Company’s PRC
subsidiaries to the Company’s overseas companies unless otherwise exempted pursuant to applicable tax treaties or tax
arrangements between the PRC government and the government of other jurisdiction which the WHT is reduced to 5%.
Although there are undistributed earnings of iClick Cayman’s subsidiaries in the PRC that are available for distribution to iClick
Cayman, the undistributed earnings of iClick Cayman’s subsidiaries located in the PRC are considered to be indefinitely
reinvested, because iClick Cayman does not have any present plan to pay any cash dividends on its ordinary shares in the
foreseeable future and intends to retain most of its available funds and any future earnings for use in the operation and
expansion of its business. Accordingly, no deferred tax liability has been accrued for the PRC dividend withholding taxes that
would be payable upon the distribution of those amounts to iClick Cayman as of December 31, 2023 and 2024. The
undistributed earnings from iClick Cayman’s subsidiaries in the PRC as of December 31, 2023 and 2024 of US$354 and
US$81 would be due if these earnings were remitted as dividends as of December 31, 2023 and 2024. An estimated foreign
withholding taxes of US$18 and US$4 would be due if these earnings were remitted as dividends as of December 31, 2023 and
2024, respectively.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-75
23
Income tax (Continued)
(d)
Composition of income tax expense/(credit)
The current and deferred portions of income tax expense/(credit) included in the consolidated statements of comprehensive loss
are as follows:
    
For the years ended December 31, 
    
2022
    
2023
    
2024
Discontinued    Continuing    
Discontinued    Continuing    
Continuing
operations
operations
Total
operations
operations
Total
operations
Current income tax expense/(credit)
(63)
438
375
—
141
141
(34)
Deferred tax expense/(benefits)
(12,679)
1,122
(11,557)
(1)
507
506
(34)
Income tax expense/(credit)
 
(12,742)
1,560
(11,182)
(1)
648
647
(68)
(e)
Deferred tax assets and liabilities
Deferred taxes were measured using the enacted tax rates for the periods in which they are expected to be reversed. The tax
effects of temporary differences that give rise to the deferred tax asset and deferred tax liability balances as of December 31,
2023 and 2024 are as follows:
    
As of December 31, 
    
2023
    
2024
Discontinued     
Continuing
    
Continuing
operations
    
operations
    
Total
    
operations
Deferred tax assets
  
  
Tax losses carried forward (Note (i))
11,478
2,922
14,400
3,329
Less: Valuation allowance (Note (ii))
 
(11,478)
(2,922)
(14,400) 
(3,329)
 
—
—
—  
—
Deferred tax liabilities
 
 
Outside basis difference (Note (iii))
 
—
(1,084)
(1,084) 
(1,050)
Others
 
—
(27)
(27) 
(27)
 
—
(1,111)
(1,111) 
(1,077)
Note:
(i)
Tax loss carried forward
As of December 31, 2024, the Company had tax loss carryforwards of approximately US$14,177 which can be carried
forward to offset future taxable income. The net operating tax loss carryforwards will begin to expire as follows:
2024
    
540
2025
1,028
2026
1,210
2027
737
2028
 
687
Tax loss with no expiry
 
9,975
 
14,177

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-76
23
Income tax (Continued)
(e)
Deferred tax assets and liabilities (Continued)
Note: (Continued)
In accordance with PRC Tax Administration Law on the Levying and Collection of Taxes, the PRC tax authorities
generally have up to five years to claw back underpaid tax plus penalties and interest for PRC entities’ tax filings. In
the case of tax evasion, which is not clearly defined in the law, there is no limitation on the tax  years open for
investigation. Accordingly, the PRC entities’ tax years from 2019 to 2023 remain subject to examination by the tax
authorities. There were no ongoing examinations by tax authorities as of December 31, 2023 and 2024.
(ii)
Valuation allowance
Valuation allowance is provided against deferred tax assets when the Company determines that it is more likely than
not that the deferred tax assets will not be utilized in the future. In making such determination, the Company
considered factors including future taxable income exclusive of reversing temporary differences and tax loss
carryforwards. Valuation allowance was provided for net operating loss carryforwards because it was more likely than
not that such deferred tax assets will not be realized based on the Company’s estimate of its future taxable income. If
events occur in the future that allow the Company to realize more of its deferred income tax than the presently recorded
amounts, an adjustment to the valuation allowances will result in a decrease in tax expense when those events occur.
Movement of valuation allowance is as follows:
    
For the years ended December 31, 
    
2022
    
2023
    
2024
Discontinued    Continuing    
    Discontinued    Continuing    
    Continuing
operations
operations
Total
operations
operations
Total
operations
Beginning balance
3,750
660
4,410
7,523
1,915
9,438
2,922
Additions
4,848
1,257
6,105
5,093
1,009
6,102
484
Reversals (Note)
 
(1,075)
(2)
(1,077)
(1,138)
(2)
(1,140)
(77)
Ending balance
 
7,523
1,915
9,438
11,478
2,922
14,400
3,329
Note:
The reversals comprise tax loss carryforwards which have been utilized to offset taxable income during the years ended
December 31, 2022, 2023 and 2024, respectively, and tax loss carryforwards which were expired in 2022, 2023 and
2024.
(iii)
Outside basis difference
The deferred tax liabilities are recorded for the undistributed earnings in the Company’s VIE and its subsidiaries in the
PRC of US$4,335 and US$4,200 as of December 31, 2023 and 2024, respectively.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-77
23
Income tax (Continued)
(f)
Income tax reconciliation
Reconciliation between the expense of income taxes computed by applying the statutory tax rates to loss before income taxes
and the actual provision for income taxes is as follows:
    
For the years ended December 31, 
    
2022
    
2023
    
2024
Discontinued    Continuing    
Discontinued    Continuing    
Continuing
operations
operations
Total
operations
operations
Total
operations
Tax benefit calculated at statutory tax
rates (Note i)
(42,627)
(10,864)
(53,491)
(6,297)
(3,243)
(9,540)
(6,000)
Effect of differences between statutory
tax rates and foreign effective tax rates
1,918
5,841
7,759
650
1,599
2,249
25,927
Non-taxable other income
(51)
(198)
(249)
(284)
(130)
(414)
(63,834)
Non-deductible expenses (Note ii)
 
24,651
4,516
29,167
1,975
1,420
3,395
43,466
Valuation allowance
 
3,773
1,255
5,028
3,955
1,007
4,962
407
Outside basis difference (Note iii)
 
—
783
783
—
(56)
(56)
(34)
Additional deduction of research and
development expenses (Note iv)
 
(332)
(133)
(465)
—
—
—
—
Others
 
(74)
360
286
—
51
51
—
Income tax expense/(credit)
 
(12,742)
1,560
(11,182)
(1)
648
647
(68)
Note:
(i)
Certain Company’s operations were conducted out of the PRC. Accordingly, the Company prepared its tax rate
reconciliation starting with the PRC statutory tax rate during the years ended December 31, 2022, 2023 and 2024.
(ii)
Non-deductible expenses were mainly related to allowance for credit losses, share-based compensation expenses,
impairment on long-term investments and long-lived assets.
(iii)
Outside basis difference is related to undistributed earnings in the Company’s VIE and its subsidiaries in the PRC
(Note 22(e)(iii)).
(iv)
According to a policy promulgated by the State Tax Bureau of the PRC and effective from 2008 onwards, companies
engaged in research and development activities are entitled to claim ranging from 150% to 175% of the research and
development expenses so incurred in a period as tax deductible expenses in determining its tax assessable profits for
that period. Certain PRC subsidiaries of iClick Cayman have applied such additional deduction for the year ended
December 31, 2022.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-78
24
Basic and diluted net loss per share
Basic and diluted net loss per share for the years ended December 31, 2022, 2023 and 2024 are calculated as follows:
For the years ended December 31, 
    
2022
    
2023
    
2024
Numerator:
  
Net loss from continuing operations attributable to ordinary shareholders of
iClick Cayman
 
(43,691)
(13,580)
(23,935)
Numerator for basic and diluted net loss per share from continuing
operations
(43,691)
(13,580)
23,935
Net loss from discontinued operations attributable to ordinary shareholders
of iClick Cayman
(157,184)
(25,110)
(5,072)
Numerator for basic and diluted net loss per share from discontinued
operations
 
(157,184)
(25,110)
(5,072)
Denominator:
 
Denominator for basic and diluted net loss per share - weighted average
shares outstanding
  50,420,225
51,118,300
45,806,953
Basic net loss per share
 
- Continuing operations
(0.86)
(0.26)
(0.52)
- Discontinued operations
(3.12)
(0.49)
(0.11)
Diluted net loss per share
- Continuing operations
(0.86)
(0.26)
(0.52)
- Discontinued operations
 
(3.12)
(0.49)
(0.11)
The share options and RSUs were excluded from the computation of diluted net loss per ordinary share for the years presented
because including them would have had an anti-dilutive effect.
The following ordinary share equivalents were excluded from the computation of diluted net loss per ordinary share for
the years presented because including them would have had an anti-dilutive effect:
As of December 31, 
    
2022
    
2023
    
2024
Share options, RSUs and warrants – weighted average (thousands)
385
16
6

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-79
25
Related party transactions
Except as disclosed in Note 5 to the consolidated financial statements and elsewhere in these consolidated financial statements,
there were no transactions nor balances with related parties as of and for the years ended December 31, 2022, 2023 and 2024.
26
Segments
During the periods presented in these consolidated financial statements, the Company reports  two  operating segments: 1)
Marketing Solutions, and 2) Enterprise Solutions. The Enterprise Solutions segment primarily reflects the results of the
Company’s SaaS products and services, and the Company named its pre-existing online advertising service business as
Marketing Solution business.
The CODM allocates resources to and assess the performance of each operating segment using information about the operating
segment’s revenue and income (loss) from operations. The CODM regularly reviews the Company’s revenue, cost and gross
profit/loss derived from each revenue stream and is also provided with information of segment expenses. The CODM does not
evaluate operating segments using asset or liability information.
The table below provides a summary of the Company’s breakdown of net revenues by type of goods or services and operating
segment results for the years ended December 31, 2022, 2023 and 2024. There was no significant transaction between
reportable segments and non-significant non-cash items (other than depreciation and amortization) for the years ended
December 31, 2022, 2023 and 2024.
For the years ended December 31, 
    
    
2022
    
2023
    
2024
Discontinued    Continuing    
Discontinued    Continuing    
Continuing
operations
operations
Total
operations
operations
Total
operations
Net revenues:
 
  
Marketing Solutions
 
  
 
  
 
  
- Sales agent
 
—
2,549
2,549
—
1,818
1,818
1,201
- Cost-plus
 
3,832
5,077
8,909
2,142
2,619
4,761
2,886
- Specified actions
 
67,672
26,826
94,498
57,303
22,599
79,902
19,441
 
71,504
34,452
105,956
59,445
27,036
86,481
23,528
Enterprise Solutions
 
- SaaS products and services
 
51,005
12,119
63,124
37,721
9,015
46,736
9,278
 
122,509
46,571
169,080
97,166
36,051
133,217
32,806
Cost of revenues:
 
Marketing Solutions
 
- Specified actions
 
(117,767)
(20,373)
(138,140)
(52,791)
(14,324)
(67,115)
(13,596)
Enterprise Solutions
 
- SaaS products and services
 
(32,840)
(2,232)
(35,072)
(28,614)
(2,646)
(31,260)
(2,463)
 
(150,607)
(22,605)
(173,212)
(81,405)
(16,970)
(98,375)
(16,059)
Gross profit/(loss):
 
Marketing Solutions
 
- Sales agent
 
—
2,549
2,549
—
1,818
1,818
1,201
- Cost-plus
 
3,832
5,077
8,909
2,142
2,619
4,761
2,886
- Specified actions
 
(50,095)
6,453
(43,642)
4,512
8,275
12,787
5,845
 
(46,263)
14,079
(32,184)
6,654
12,712
19,366
9,932
Enterprise Solutions
 
- SaaS products and services
 
18,165
9,887
28,052
9,107
6,369
15,476
6,815
 
(28,098)
23,966
(4,132)
15,761
19,081
34,842
16,747

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-80
26
Segments (Continued)
The following summarizes the Company’s significant expenses by operating segments:
    
For the year ended December 31,
2022
    
2023
    
2024
Continuing
Continuing
Continuing
operations
operations
operations
Gross profit derived from operating segments
23,966
19,081
16,747
Marketing solutions:
 
Payroll expense
 
(7,342)
(9,178)
(7,503)
Other segment items (Note (i))
 
(16,904)
(8,417)
(14,036)
 
(24,246)
(17,595)
(21,539)
Enterprise solutions:
 
Payroll expense
 
(5,745)
(4,599)
(5,103)
Other segment items (Note (i))
 
(6,587)
(6,847)
(7,412)
 
(12,332)
(11,446)
(12,515)
Impairment charges
 
(11,678)
(1,684)
(53)
Interest income
711
1,162
1,083
Interest expense
(61)
(193)
(511)
Others unallocated expenses (Note (ii))
 
(20,052)
(3,008)
(7,218)
 
(31,080)
(3,723)
(6,699)
Net loss
 
(43,692)
(13,683)
(24,006)
Note:
(i)
Other segment items include research and development expenses, sales and marketing expenses and general and
administrative expenses other than payroll expense.
(ii)
Other unallocated expenses include share of losses from equity investee, income tax (expense)/credit and other losses,
net, namely fair value changes of investments and exchange difference.
Revenue generated for the respective countries are summarized as follows:
For the years ended December 31, 
    
2022
    
2023
    
2024
Discontinued    Continuing    
Discontinued    Continuing    
Continuing
operations
operations
Total
operations
operations
Total
operations
PRC
 
118,148
22,063
140,211
96,743
12,983
109,726
12,071
Hong Kong
 
4,361
24,300
28,661
385
22,643
23,028
20,414
Others
 
—
208
208
38
425
463
321
 
122,509
46,571
169,080
97,166
36,051
133,217
32,806
The Company’s long-lived assets are located in Hong Kong.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-81
27
Commitments and contingencies
(a)
Litigation
In the ordinary course of the business, the Company is subject to periodic legal or administrative proceedings. As of December
31, 2024, the Company is not a party to any legal or administrative proceedings which will have a material adverse effect on the
Company’s business, financial position, results of operations and cash flows.
(b)
Capital commitments
As of December 31, 2023 and 2024, the Company had no capital commitments.
28
Subsequent events
The Group evaluated subsequent events from December 31, 2024 through the date when the consolidated financial statements
were issued, and concluded that no subsequent events have occurred that would require recognition or disclose in the
consolidated financial statements other than discussed below.
On November 29, 2024, the Company entered into a definitive agreement and plan of merger (the “DWM Merger Agreement”)
with Overlord Merger Sub Ltd. (“Merger Sub”), a Cayman Islands exempted company and a direct, wholly owned subsidiary of
the Company and Amber DWM Holding Limited (“Amber DWM”), a Cayman Islands exempted company and the holding
entity of Amber Group’s digital wealth management business, known as Amber Premium (“Amber Premium”). Pursuant to the
DWM Merger Agreement, Merger Sub will merge with and into Amber DWM, with Amber DWM continuing as the surviving
entity and becoming a wholly-owned subsidiary of the Company (the “Merger”), and the shareholders of Amber DWM will
exchange all of the issued and outstanding share capital of Amber DWM for a mixture of newly issued Class A and Class B
ordinary shares of the Company on the terms and conditions set forth therein in a transaction exempt from the registration
requirements under the Securities Act of 1933. Immediately before consummation of the Merger, the Company will change its
name to “Amber International Holding Limited” and adopt the tenth amended and restated memorandum and articles of
association. Upon consummation of the Merger, Amber DWM will become a wholly-owned subsidiary of the Company. On
March 12, 2025, the Merger closed and the company name was changed from “iClick Interactive Asia Group Limited” to
“Amber International Holding Limited”, effective on March 12, 2025. In addition, ADSs began trading under the new ticker
symbol “AMBR” on the Nasdaq effective on March 13, 2025. Upon completion of the Merger, 408,298,700 shares have been
issued to the shareholders of Amber DWM.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-82
28
Subsequent events (Continued)
The following summarized the financial figures of Amber DWM for the first half of 2024, second half of 2024 and the year
ended December 31, 2024 that have been considered by the board of directors of the Company before closing the Merger.
Six-month
Six-month
period ended
period ended
Year ended
(US$ in thousands)
     June 30, 2024     December 31, 2024     December 31, 2024
Revenue
    
19,021     
23,411     
42,432
Gross profit
 
12,003  
14,641  
26,644
Operating profit
 
1,058  
4,077  
5,135
29
Restricted net assets
Relevant PRC laws and regulations permit payments of dividends by the Company’s subsidiaries, VIE and its subsidiaries
incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with PRC accounting standards
and regulations. In addition, the Company’s subsidiaries and the VIE in the PRC are required to annually appropriate 10% of
their net after-tax income to the statutory general reserve fund prior to payment of any dividends, unless such reserve funds have
reached 50% of their respective registered capital. As a result of these and other restrictions under PRC laws and regulations, the
Company’s subsidiaries, VIE and its subsidiaries incorporated in the PRC are restricted in their ability to transfer a portion of
their net assets to iClick Cayman either in the form of dividends, loans or advances. There are no significant differences
between U.S. GAAP and PRC accounting standards in connection with the reported net assets of the legally owned subsidiaries
in the PRC and the VIE. Even though iClick Cayman currently does not require any such dividends, loans or advances from the
PRC entities for working capital and other funding purposes, iClick Cayman 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. Except for the above, there is no other restriction on use of proceeds generated by
the Company’s subsidiaries, VIE and its subsidiaries to satisfy any obligations of iClick Cayman.
Furthermore, cash transfers from iClick Cayman’s PRC subsidiaries to their parent companies outside of China are subject to
PRC government control of currency conversion. Shortages in the availability of foreign currency at the time of requesting such
conversion may temporarily delay the ability of the PRC subsidiaries and consolidated affiliated entities to remit sufficient
foreign currency to pay dividends or other payments to iClick Cayman, or otherwise satisfy their foreign currency denominated
obligations.
As of December 31, 2023 and 2024, the total restricted net assets of iClick Cayman’s subsidiaries and OptAim VIE incorporated
in the PRC and subjected to restriction amounted to approximately US$21,303  and US$3,054, respectively. Except for the
above there is no other restriction on the use of proceeds generated by iClick Cayman’s subsidiaries, VIE and VIE’s subsidiaries
to satisfy any obligations of iClick Cayman.

Table of Contents
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$’000, except share data and per share data, or otherwise noted)
F-83
ADDITIONAL INFORMATION: CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY
Rules 12-04(a) and 4-08(e)(3) of Regulation S-X require condensed financial information as to the financial position, cash flows
and results of operations of a parent company as of and for the same periods for which the audited consolidated financial
statements have been presented when the restricted net assets of the consolidated subsidiaries together exceed  25% of
consolidated net assets as of the end of the most recently completed fiscal year.
The following condensed financial statements of iClick Cayman have been prepared using the same accounting policies as set
out in iClick Cayman’s consolidated financial statements except that iClick Cayman used the equity method to account for its
investment in its subsidiaries, VIE and VIE’s subsidiaries. Such investment is presented on the separate condensed balance
sheets of iClick Cayman as “Investment in subsidiaries, VIE and VIE’s subsidiaries” and “Accumulated losses in excess of
investment in subsidiaries, VIE and VIE’s subsidiaries.” iClick Cayman, its subsidiaries, VIE and VIE’s subsidiaries were
included in the consolidated financial statements whereby the intercompany balances and transactions were eliminated upon
consolidation. iClick Cayman’s share of income from its subsidiaries, VIE and VIE’s subsidiaries is reported as share of income
from subsidiaries, VIE and VIE’s subsidiaries in the condensed financial statements.
iClick Cayman is a Cayman Islands company and, therefore, is not subjected to income taxes for all  years presented. The
footnote disclosures contain supplemental information relating to the operations of iClick Cayman and, as such, these
statements should be read in conjunction with the notes to the consolidated financial statements of iClick Cayman. Certain
information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have
been condensed or omitted.
As of December 31, 2023 and 2024, there were no material commitments or contingencies, significant provisions for long-term
obligations or guarantees of iClick Cayman, except for those which have been separately disclosed in the consolidated financial
statements, if any.
Inter-company charges, share-based compensation and other miscellaneous expenses for the years ended December 31, 2022,
2023 and 2024, which were previously recognized at the parent company level, had been pushed down to the WFOE/VIE level
given the majority of services were provided to the WFOE/VIE entities.
The condensed financial statements of the parent company should be read in conjunction with iClick Cayman’s consolidated
financial statements and the accompanying notes thereto. For purposes of these condensed financial statements, iClick
Cayman’s wholly owned and majority owned subsidiaries are recorded based upon its proportionate share of the subsidiaries’
net assets (similar to presenting them on the equity method).

Table of Contents
F-84
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
CONDENSED BALANCE SHEETS
AS OF DECEMBER 31, 2023 AND 2024
(US$’000, except share data and per share data, or otherwise noted)
As of December 31, 
     
2023
     
2024
Assets
    
    
Current assets
Cash and cash equivalents
 
2,660  
86
Other current assets
 
218  
3,360
Total current assets
 
2,878  
3,446
Non-current assets
 
   
  
Investments in subsidiaries, VIE and VIE’s subsidiaries
 
35,923  
16,853
Investment in an equity investee
 
218  
142
Total non-current assets
 
36,141  
16,995
Total assets
 
39,019  
20,441
Liabilities and shareholders’ equity
 
   
  
Current liability
 
   
  
Accrued liabilities and other current liabilities
 
1,894  
7,418
Total current liability
 
1,894  
7,418
Commitments and contingencies
 
—  
—
Shareholders’ equity
 
   
  
Ordinary shares
 
50  
44
Treasury shares
 
(28,656) 
(32)
Other shareholders’ equity
 
65,731  
13,011
Total shareholders’ equity
 
37,125  
13,023
Total liabilities and shareholders’ equity
 
39,019  
20,441

Table of Contents
F-85
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
CONDENSED STATEMENTS OF COMPREHENSIVE LOSS
FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 AND 2024
(US$’000, except share data and per share data, or otherwise noted)
For the years ended December 31, 
    
2022
    
2023
    
2024
Operating expenses
General and administrative expenses
 
(7,160) 
(5,445) 
(13,860)
Total operating expenses
 
(7,160) 
(5,445) 
(13,860)
Operating loss
 
(7,160) 
(5,445) 
(13,860)
Other (losses)/gains, net
 
(7,925) 
499  
10
Interest expense
—
(192)
—
Share of losses from subsidiaries, VIE and VIE’ subsidiaries
 
(185,431) 
(33,491) 
(15,081)
Loss before share of losses from an equity investee and income tax expense
 
(200,516) 
(38,629) 
(28,931)
Share of losses from an equity investee
 
(75) 
(61) 
(76)
Income tax expense
 
(284) 
—  
—
Net loss attributable to iClick Interactive Asia Group Limited’s ordinary shareholders
(200,875) 
(38,690) 
(29,007)
Net loss attributable to iClick Interactive Asia Group Limited
 
(200,875) 
(38,690) 
(29,007)
Other comprehensive loss:
 
 
 
Foreign currency translation adjustment, net of tax
 
(4,946) 
49  
6,414
Share of other comprehensive loss from subsidiaries, VIE and VIE’ subsidiaries
—
(32)
—
Comprehensive loss attributable to iClick Interactive Asia Group Limited
(205,821)
(38,673)
(22,593)

Table of Contents
F-86
AMBER INTERNATIONAL HOLDING LIMITED
(PREVIOUSLY KNOWN AS iCLICK INTERACTIVE ASIA GROUP LIMITED)
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 AND 2024
(US$’000, except share data and per share data, or otherwise noted)
For the years ended December 31, 
    
2022
    
2023
    
2024
Cash flows from operating activities
Net cash used in operating activities
 
(7,754)
(5,105)
(6,536)
 
   
   
  
Cash flows from investing activities
 
   
   
  
Redemption of short-term investment
 
—  
1,439  
—
Amount due from subsidiaries
 
19,656  
10,601  
3,989
Acquisition of subsidiaries
 
(7,742) 
(5,161) 
—
Net cash provided by investing activities
 
11,914  
6,879  
3,989
 
   
   
  
Cash flows from financing activities
 
   
   
  
Proceeds from exercise of share options
 
68  
—  
—
Repurchase of ordinary shares
 
(7,574) 
(214) 
—
Net cash used in financing activities
 
(7,506) 
(214) 
—
Net (decrease)/increase in cash and cash equivalents and restricted cash
 
(3,346) 
1,560  
(2,547)

Exhibit 1.1
THE COMPANIES ACT (AS REVISED)
EXEMPTED COMPANY LIMITED BY SHARES
TENTH AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
Amber International Holding Limited
(Adopted by way of a special resolution passed on 3 January 2025 and effective 12 March 2025)

THE COMPANIES ACT (AS REVISED)
EXEMPTED COMPANY LIMITED BY SHARES
TENTH AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
Amber International Holding Limited
(Adopted by way of a special resolution passed on 3 January 2025 and effective 12 March 2025)
1.
The name of the Company is Amber International Holding Limited.
2.
The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited at PO Box 309, Ugland House,
Grand Cayman, KY1-1104, Cayman Islands.
3.
Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted.
4.
Subject to the following provisions of this Memorandum, 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 Section 27(2) of the Act.
5.
Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the
Cayman Islands unless duly licensed.
6.
The Company shall 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 clause 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.
7.
The liability of each member is limited to the amount from time to time unpaid on such member’s shares.
8.
The share capital of the Company is US$1,300,000 divided into 1,300,000,000 shares of a nominal or par value of US$0.001, of
which 1,191,000,000 shares shall be designated as Class A ordinary shares, 109,000,000 shares shall be designated as Class B
ordinary shares and provided always that the Directors may, in their absolute discretion and without the approval of the Members,
create and designate out of the unissued shares of the Company (including unissued Class A Ordinary Shares but excluding unissued
Class B Ordinary Shares) one or more classes or series of preferred shares, comprising such number of preferred shares, and having
such designations, powers, preferences, privileges and other rights, including dividend rights, voting rights, conversion rights, terms
of redemption and liquidation preferences, as the Directors may determine.
9.
The Company may exercise the power contained in the Act to deregister in the Cayman Islands and be registered by way of
continuation in another jurisdiction.

THE COMPANIES ACT (AS REVISED)
EXEMPTED COMPANY LIMITED BY SHARES
TENTH AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
Amber International Holding Limited
(Adopted by way of a special resolution passed on 3 January 2025 and effective 12 March 2025)
INDEX
SUBJECT
    
Article No.
Table A
  
1 
Interpretation
  
2 
Share Capital
  
3 
Alteration of Capital
  
4-7
Share Rights
  
8-9 
Variation of Rights
  
10-11 
Shares
  
12-15 
Share Certificates
  
16-21 
Lien
  
22-24 
Calls On Shares
  
25-33 
Forfeiture of Shares
  
34-42 
Register of Members
  
43-44 
Record Dates
  
45 
Transfer of Shares
  
46-51 
Transmission of Shares
  
52-54 
Untraceable Members
  
55 
General Meetings
  
56-58 
Notice of General Meetings
  
59-60 
Proceedings at General Meetings
  
61-65 
Voting
  
66-77 
Proxies
  
78-83 
Corporations Acting By Representatives
  
84 
Board of Directors
  
85 
Retirement of Directors
  
88 
Disqualification of Directors
  
88 
Alternate Directors
  
89-92 
Directors’ Fees and Expenses
  
93-96 
Directors’ Interests
  
97-100 
General Powers of The Directors
  
101-106 
Borrowing Powers
  
107-110 
Proceedings of The Directors
  
111-120 
[DELETED]
  
121-122 
Officers
  
124-127 
Register of Directors and Officers
128
Minutes
129
Seal
130
Authentication of Documents
131

Destruction of Documents
132 
Dividends and Other Payments
133-142 
Reserves
143 
Capitalisation
144-145 
Subscription Rights Reserve
146 
Accounting Records
147-151 
Audit
152-157 
Notices
158-160 
Signatures
161 
Winding Up
162-163 
Indemnity
164 
Amendment to Memorandum and Articles of Association and Name of Company
165 
Information
166 
Merger and Consolidation
167 
Financial Year
169
INTERPRETATION
TABLE A
1.
The regulations in Table A in the Schedule to the Act do not apply to the Company.
INTERPRETATION
2.
(1) In these Articles, unless the context otherwise requires, the words standing in the first column of the following table shall bear
the meaning set opposite them respectively in the second column.
WORD
    MEANING
“Act”
the Companies Act (As Revised) of the Cayman Islands.
“Affiliate”
in respect of a person, any other person that, directly or indirectly, through (1) 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, a trust for the
benefit of any of the foregoing and the trustee or administrator of such trust (in their capacity as
such trustee or administrator), 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.
“Articles”
these Articles in their present form or as supplemented or amended or substituted from time to
time.

“as converted basis”
the number of votes to which the holder of the Class B Ordinary Shares would be entitled if such
holder converted the Class B Ordinary Shares at the then effective Conversion Rate on the record
date in respect of the meeting at which any poll is taken or, if no record date is established, the date
any poll is taken.
“Auditor”
the independent auditor of the Company which shall be an internationally recognized firm of
independent accountants.
“Automatic Conversion Date”
the Business Day on which the first Automatic Conversion Event occurs.
“Automatic Conversion Event”
with respect to each Class B Ordinary Share in issue, the first to occur of (i) any sale, transfer,
assignment or disposition of such Class B Ordinary Share by its registered holder or Beneficial
Owner to any person who is not an Affiliate of such registered holder or Beneficial Owner, or (ii)
any event (including but not limited to any issuance of additional Class B Ordinary Shares by the
Company) that causes the ultimate Beneficial Owner of such Class B Ordinary Share to cease to
beneficially own more than 5% of the Company's total outstanding Class B Ordinary Shares.
“Beneficial Ownership”
shall have the meaning given to such term as defined in Rule 13d-3 under the Securities Exchange
Act, and be calculated on an as converted basis. The terms “Beneficially Own”, “Beneficially
Owned” and “Beneficial Owner” shall each have a correlative meaning.
“Board” or “Directors”
the board of directors of the Company or the directors present at a meeting of directors of the
Company at which a quorum is present.
“Business Day”
shall mean a day on which the Designated Stock Exchange generally is open for the business of
dealing in securities in the Unites States of America.
“Capital”
the share capital from time to time of the Company.
“Cause”
a conviction for a criminal offence involving dishonesty or engaging in conduct which brings the
Director or the Company into disrepute or which results in material financial detriment to the
Company.
“Class A Ordinary Shares”
class A ordinary shares of par value US$0.001 each of the Company having the rights set out in
these Articles.
“Class B Ordinary Shares”
class B ordinary shares of par value US$0.001 each of the Company having the rights set out in
these Articles.
“clear days”
in relation to the period of a notice, that period excluding the day when the notice is given or
deemed to be given and the day for which it is given or on which it is to take effect.
“clearing house”
a clearing house recognised by the laws of the jurisdiction in which the shares of the Company (or
depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation
system in such jurisdiction.
“Company”
Amber International Holding Limited.

“competent regulatory authority”
a competent regulatory authority in the territory where the shares of the Company (or depositary
receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such
territory.
“Conversion Date”
in respect of a Conversion Notice means the Business Day on which that Conversion Notice is
delivered.
“Conversion Notice”
a written notice delivered to the Company at its Office (and as otherwise stated therein) stating that
a holder of Class B Ordinary Shares elects to convert the number of Class B Ordinary Shares
specified therein pursuant to Article 9.
“Conversion Number”
in relation to any Class B Ordinary Shares, such number of Class A Ordinary Shares as may, upon
exercise of the Conversion Right, be issued at the Conversion Rate in force on the relevant
Conversion Date.
“Conversion Rate”
at any time, on a 1 : 1 basis, subject to adjustment in accordance with Article 9(b).
“Conversion Right”
in respect of a Class B Ordinary Share means the right of its holder, subject to the provisions of the
Articles and to any applicable fiscal or other laws or regulations including the Act, to convert all or
any of its Class B Ordinary Shares, into the Conversion Number of Class A Ordinary Shares.
“debenture” and “debenture
holder”
include debenture stock and debenture stockholder respectively.
“Designated Stock Exchange”
the stock exchange in the United States on which any Ordinary Shares or American depositary
shares representing the Ordinary Shares are listed for trading.
“Designated Stock Exchange
Rules”
the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the
original and continued listing of any Ordinary Shares or American depositary shares representing
the Ordinary Shares on the Designated Stock Exchange.
“dollars” and “$”
dollars, the legal currency of the United States of America.
“head office”
such office of the Company as the Directors may from time to time determine to be the principal
office of the Company.
“Member”
a duly registered holder from time to time of the shares in the capital of the Company.
“month”
a calendar month.
“Notice”
written notice unless otherwise specifically stated and as further defined in these Articles.
“Office”
the registered office of the Company for the time being.
“ordinary resolution”
means a resolution:
(a) passed by a simple majority of the votes cast by such Members as, being entitled to do so, vote
in person or, where proxies are allowed, by proxy at a general meeting of the Company and in
computing a majority where a poll is taken, regard shall be had to the number of votes to which
each Member is entitled; or (b) approved in writing by all of the Members entitled to vote

at a general meeting of the Company in one or more instruments each signed by one or more of the
Members 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;
“Ordinary Shares”
means the Class A Ordinary Shares and the Class B Ordinary Shares
“paid up”
paid up or credited as paid up.
“Register”
the principal register and where applicable, any branch register of Members of the Company to be
maintained at such place within or outside the Cayman Islands as the Board shall determine from
time to time.
“Registration Office”
in respect of any class of share capital such place as the Board may from time to time determine to
keep a branch register of Members in respect of that class of share capital and where (except in
cases where the Board otherwise directs) the transfers or other documents of title for such class of
share capital are to be lodged for registration and are to be registered.
“SEC”
the United States Securities and Exchange Commission.
“Securities Exchange Act”
the United States Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.
“Seal”
common seal or any one or more duplicate seals of the Company (including a securities seal) for
use in the Cayman Islands or in any place outside the Cayman Islands.
“Secretary”
any person, firm or corporation appointed by the Board to perform any of the duties of secretary of
the Company and includes any assistant, deputy, temporary or acting secretary.
“special resolution”
means a special resolution of the Company passed in accordance with the Act, being a resolution:
(a) passed by a majority of not less than two-thirds of the votes of such Members as, being entitled
to do so, vote in person or, where proxies are allowed, by proxy 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, and in computing a majority where a poll is taken, regard shall be had to the
number of votes to which each Member is entitled; or
(b) approved in writing by all of the Members entitled to vote at a general meeting of the Company
in one or more instruments each signed by one or more of the Members 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;
“Statutes”
the Act and every other law of the Legislature of the Cayman Islands for the time being in force
applying to or affecting the Company, its Memorandum of Association and/or these Articles.
“year”
a calendar year.
(2)
In these Articles, unless there be something within the subject or context inconsistent with such construction:
(a)
words importing the singular include the plural and vice versa;

(b)
words importing a gender include both gender and the neuter;
(c)
words importing persons include companies, associations and bodies of persons whether corporate or not;
(d)
the words:
(i)
“may” shall be construed as permissive;
(ii)
“shall” or “will” shall be construed as imperative;
(e) expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography,
photography and other modes of representing words or figures in a visible form, and including where the representation takes the
form of electronic display, provided that both the mode of service of the relevant document or notice and the Member’s election
comply with all applicable Statutes, rules and regulations;
(f)
references to any law, ordinance, statute or statutory provision shall be interpreted as relating to any statutory modification or re-
enactment thereof for the time being in force;
(g) save as aforesaid words and expressions defined in the Statutes shall bear the same meanings in these Articles if not inconsistent
with the subject in the context;
(h) references to a document being executed include references to it being executed under hand or under seal or by electronic signature
or by any other method and references to a notice or document include a notice or document recorded or stored in any digital,
electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical
substance or not;
(i)
Section 8 of the Electronic Transactions Act (As Revised) of the Cayman Islands, as amended from time to time, shall not apply to
these Articles to the extent it imposes obligations or requirements in addition to those set out in these Articles.
SHARE CAPITAL
3.
(1) The share capital of the Company at the date on which these Articles come into effect shall be divided into shares of a par value
of US$0.001 each.
(2) Subject to the Act, the Company’s Memorandum and Articles of Association and, where applicable, the rules of the Designated
Stock Exchange and/or any competent regulatory authority, any power of the Company to purchase or otherwise acquire its own
shares shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it thinks fit.
(3) No share shall be issued to bearer.
ALTERATION OF CAPITAL
4.
The Company may from time to time by ordinary resolution in accordance with the Act alter the conditions of its Memorandum
of Association to:
(a) increase its capital by such sum, to be divided into shares of such amounts, as the resolution shall prescribe;
(b) consolidate and divide all or any of its capital into shares of larger amount than its existing shares;

(c) without prejudice to the powers of the Board under Article 12, 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, subject to
Article 9(e), 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;
(d) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum of Association (subject,
nevertheless, to the Act), and may by such resolution determine that, as between the holders of the shares resulting from such
sub-division, one or more of the shares may have any such preferred, deferred or other rights or be subject to any such
restrictions as compared with the other or others as the Company has power to attach to unissued or new shares;
(e) cancel any shares which, 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 capital by the amount of the shares so cancelled or, in the case of shares, without par value,
diminish the number of shares into which its capital is divided.
5.
The Board may settle as it considers expedient any difficulty which arises in relation to any consolidation and division under the
last preceding Article and in particular but without prejudice to the generality of the foregoing may issue certificates in respect
of fractions of shares or 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 Members 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.
6.
The Company may from time to time by special resolution, subject to any confirmation or consent required by the Act, reduce
its share capital or any capital redemption reserve in any manner permitted by law.
7.
Except so far as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new
shares shall be treated as if it formed part of the original capital of the Company, and such shares shall be subject to the
provisions contained in these Articles with reference to the payment of calls and instalments, transfer and transmission,
forfeiture, lien, cancellation, surrender, voting and otherwise.
SHARE RIGHTS
8.
(1) Subject to the provisions of the Act, the rules of the Designated Stock Exchange and the Memorandum and Articles of
Association (including Article 9(e)) and to any special rights conferred on the holders of any shares or class of shares, and
without prejudice to Article 12 hereof, any share in the Company (whether forming part of the present capital or not) may be
issued with or have attached thereto such rights or restrictions whether in regard to dividend, voting, return of capital or
otherwise as the Board may determine, including without limitation on terms that they may be, or at the option of the Company
or the holder are, liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit.
(2) Subject to the Act, any preferred shares may be issued or converted into shares that, at a determinable date or at the option of
the Company or the holder thereof, are to be redeemed or are liable to be redeemed on such terms and in such manner as the
Directors may in their absolute discretion determine.

9.
Subject to Article 8(1), Article 9(e), the Memorandum of Association and any resolution of the Members to the contrary and
without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares, the share capital
of the Company shall be divided into Class A Ordinary Shares and Class B Ordinary Share provided always that the Directors
may, in their absolute discretion and without the approval of the Members, create and designate out of the unissued shares of the
Company (including unissued Class A Ordinary Shares but excluding unissued Class B Ordinary Shares) one or more classes or
series of preferred shares, comprising such number of preferred shares, and having such designations, powers, preferences,
privileges and other rights, including dividend rights, voting rights, conversion rights, terms of redemption and liquidation
preferences, as the Directors may determine. The Class A Ordinary Shares and Class B Ordinary Shares shall carry equal rights
and rank pari passu with one another other than as set out below.
(a) As regards conversion from Class B Ordinary Shares to Class A Ordinary Shares
(i)
Subject to the provisions hereof and to compliance with all fiscal and other laws and regulations applicable thereto,
including the Act), (A) the Class B Ordinary Shares shall be subject to automatic conversion on the Automatic
Conversion Date; and (B) a holder of Class B Ordinary Shares shall have the Conversion Right in respect of each Class
B Ordinary Share. Any and all taxes and stamp, issue and registration duties (if any) arising on any conversion
(whether automatic or optional) shall be borne by the Company.
(ii)
Subject to the provisions hereof and to compliance with all fiscal and other laws and regulations applicable thereto,
including the Act), each Class B Ordinary Share shall be converted at any time after issue and without the payment of
any additional sum, into such number of fully paid Class A Ordinary Shares calculated at the Conversion Rate then in
effect EITHER :
(A)
at the option of the holder. Such conversion shall take effect on the Conversion Date. A Conversion Notice
shall not be effective if it is not accompanied by the share certificates in respect of the relevant Class B
Ordinary Shares and such other evidence (if any) as the Directors may reasonably require to prove the title of
the person exercising such right (or, if such certificates have been lost or destroyed, such evidence of title and
such indemnity as the Directors may reasonably require); OR
(B)
automatically. Such conversion shall take effect on the Automatic Conversion Date, and a Conversion Notice
shall not be required to be delivered to the Company give effect to such automatic conversion.
(iii)
To the extent the Conversion Rate is one Class A Ordinary Share for one Class B Ordinary Share, on the Conversion
Date or the Automatic Conversion Date, as the case may be, every Class B Ordinary Share shall automatically be re-
designated and re-classified as a Class A Ordinary Share with such rights and restrictions attached to and shall rank
pari passu in all respects with the Class A Ordinary Shares then in issue.
(iv)
If the Conversion Rate is not on a one for one basis, the conversion shall take effect in such manner permitted by law
(including, without limitation, by way of repurchase set out in Section 37 of the Act).
(v)
Subject to the provisions hereof and to compliance with all fiscal and other laws and regulations applicable thereto,
including the Act), on the Conversion Date or the Automatic Conversion Date, as the case may be, the Company shall
allot and issue the relevant Class A Ordinary Shares to the converting Member, repurchase and cancel the relevant
Class B Ordinary Shares, enter or procure the entry of the name of the relevant holder of Class B Ordinary Shares as
the holder of the relevant number of Class A Ordinary Shares resulting from the conversion of the Class B Ordinary
Shares in, and make any other necessary and consequential changes to, the Register of Members and shall procure that
certificates in respect of the relevant Class A Ordinary Shares, together with a new certificate for any unconverted
Class B Ordinary Shares comprised in the certificate(s) surrendered by the holder of the Class B Ordinary Shares, are
issued to the holders of the Class A Ordinary Shares and Class B Ordinary Shares, as the case may be.
(vi)
Until such time as the Class B Ordinary Shares have been converted into Class A Ordinary Shares the Company shall:

(1) at all times keep available for issue and free of all liens, charges, options, mortgages, pledges, claims, equities,
encumbrances and other third-party rights of any nature, and not subject to any pre-emptive rights out of its
authorised but unissued share capital, such number of authorised but unissued Class A Ordinary Shares as would
enable all Class B Ordinary Shares to be converted, re-designated or re-classified into Class A Ordinary Shares
and any other rights of conversion into, subscription for or exchange into Class A Ordinary Shares to be satisfied
in full;
(2) maintain such amounts standing to the credit of its share premium and share capital accounts as to permit the
conversion of the Class B Ordinary Shares into Class A Ordinary Shares by way of repurchase pursuant to Section
37 of the Act; and
(3) not make any issue, grant or distribution or take any other action if the effect would be that on the conversion, re-
designation or re-classification of the Class B Ordinary Shares to Class A Ordinary Shares it would be required to
issue Class A Ordinary Shares at a price lower than the par value thereof.
(b) Adjustments of Conversion Rate
(i)
Subject as herein provided, the Conversion Rate shall from time to time be adjusted in accordance with the following
relevant provisions.
(ii)
If and whenever a Class A Ordinary Share by reason of any consolidation or sub-division becomes of a different
nominal amount, the Conversion Rate in force immediately prior thereto shall be adjusted by multiplying it by the
revised nominal amount and dividing the result by the former nominal amount. Within two (2) Business Days of any
such adjustment the Company will send to the holder of Class B Ordinary Shares a certificate signed by a Director of
the Company setting forth brief particulars of the event giving rise to the adjustment, the Conversion Rate in effect
prior to such adjustment, the adjusted Conversion Rate on the effective date of the adjustment. Each such adjustment
shall be effective from the close of business in United States of America on the day preceding the date on which the
consolidation or sub-division becomes effective.
(c) As regards Voting Rights
(i)
At all times during the period from the coming into effect of these Articles, each Class A Ordinary Share shall be
entitled to one (1) vote on all matters subject to vote at general meetings of the Company only when voting on a poll is
taken, and each Class B ordinary share shall be entitled to thirty (30) votes on all matters subject to vote at general
meetings of the Company only when voting on a poll is taken.
(ii)
Unless otherwise required under applicable laws in the Cayman Islands, holders of Class A Ordinary Shares and Class
B Ordinary Shares shall at all times vote together as one class on all resolutions submitted to a vote by the Members.
(d) As regards Transfers of Class B Ordinary Shares
Upon any sale, transfer, assignment or disposition of Beneficial Ownership of any Class B Ordinary Share by a holder or a
Beneficial Owner of such Class B Ordinary Share to any person who is not (i) the registered holder or Beneficial Owner of
Class B Ordinary Shares or (ii) an Affiliate of the registered holder or Beneficial Owner of such Class B Ordinary Share being
transferred, assigned or disposed of, such Class B Ordinary Share shall automatically convert into one (1) Class A Ordinary
Share upon the completion of such transfer, assignment or disposition, subject to adjustments of Conversion Rate as set out in
Article 9(b). For the avoidance of doubt, (i) a transfer shall be effective upon the registration of such transfer in the Register;
(ii) an assignment or disposition shall be effective upon completion of the contractual arrangements applicable to the relevant
Member or beneficial owner; and (iii) the creation of any pledge, charge, encumbrance or other third party right of whatever
description on any Class B Ordinary Shares to secure a Member’s contractual or legal obligations shall not be deemed to be a
transfer, assignment or disposition unless and until any such pledge, charge, encumbrance or other third party right is enforced
and such enforcement results in the third party becoming the registered holder of the relevant Class B Ordinary Shares, in which
case all such Class B Ordinary Shares shall be automatically

converted into the same number of Class A Ordinary Shares, subject to adjustments of Conversion Rate as set out in Article
9(b).
(e) As regards Issuance of Class B Ordinary Shares
The Board shall not issue Class B Ordinary Shares and options, warrants or convertible securities or securities of similar nature
conferring the right upon the holders thereof to subscribe for, purchase or receive Class B Ordinary Shares in the absence of a
special resolution of the Members in general meeting approving such issuance.
VARIATION OF RIGHTS
10.
Subject to the Act and without prejudice to Article 8, all or any of the special rights for the time being attached to the shares or
any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether
or not the Company is being wound up) be varied, modified or abrogated with the sanction of a special resolution passed at a
separate general meeting of the holders of the shares of that class. To every such separate general meeting, all the provisions of
these Articles relating to general meetings of the Company shall, mutatis mutandis, apply, but so that:
(a) the necessary quorum (whether at a separate general meeting or at its adjourned meeting) shall be two Members (or in the case
of a Member being a corporation, its duly authorised representative);
(b) every holder of shares of the class shall be entitled on a poll to one vote for every share of such class held by him; and
(c) any holder of shares of the class present in person or by proxy or authorised representative may demand a poll.
11.
The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in
the rights attaching to or the terms of issue of such shares, be deemed to be varied, modified or abrogated by the creation or
issue of further shares ranking pari passu therewith.
SHARES
12.
(1) Subject to the Act, these Articles and, where applicable, the rules of the Designated Stock Exchange and without prejudice to
any special rights or restrictions for the time being attached to any shares or any class of shares, the unissued shares of the
Company (whether forming part of the original or any increased capital) shall be at the disposal of the Board, which may offer,
allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such
terms and conditions as the Board may in its absolute discretion determine but so that no shares shall be issued at a discount. In
particular and without prejudice to the generality of the foregoing, the Board is hereby empowered to authorise by resolution or
resolutions from time to time the issuance of one or more classes or series of preferred shares and to fix the designations,
powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and
restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend
rights, conversion rights, redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences,
and to increase or decrease the size of any such class or series (but not below the number of shares of any class or series of
preferred shares then outstanding) to the extent permitted by Act. Without limiting the generality of the foregoing, the resolution
or resolutions providing for the establishment of any class or series of preferred shares may, to the extent permitted by law,
provide that such class or series shall be superior to, rank equally with or be junior to the preferred shares of any other class or
series.

(2) Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or
disposal of shares, to make, or make available, any such allotment, offer, option or shares to Members or others with registered
addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement
or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable. Members affected as
a result of the foregoing sentence shall not be, or be deemed to be, a separate class of Members for any purpose whatsoever.
Except as otherwise expressly provided in the resolution or resolutions providing for the establishment of any class or series of
preferred shares, no vote of the holders of preferred shares of or ordinary shares shall be a prerequisite to the issuance of any
shares of any class or series of the preferred shares authorised by and complying with the conditions of the Memorandum and
Articles of Association.
(3) Subject to Article 9(e), the Board may issue options, warrants or convertible securities or securities of similar nature conferring
the right upon the holders thereof to subscribe for, purchase or receive any class of shares or securities in the capital of the
Company on such terms as it may from time to time determine.
13.
The Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage
conferred or permitted by the Act. Subject to the Act, the commission may be satisfied by the payment of cash or by the
allotment of fully or partly paid shares or partly in one and partly in the other.
14.
Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company
shall not be bound by or required in any way to recognise (even when having notice thereof) any equitable, contingent, future or
partial interest in any share or any fractional part of a share or (except only as otherwise provided by these Articles or by law)
any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.
15.
Subject to the Act and these Articles, the Board may at any time after the allotment of shares but before any person has been
entered in the Register as the holder, recognise a renunciation thereof by the allottee in favour of some other person and may
accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Board
considers fit to impose.
SHARE CERTIFICATES
16.
Every share certificate shall be issued under the Seal or a facsimile thereof and shall specify the number and class and
distinguishing numbers (if any) of the shares to which it relates, and the amount paid up thereon and may otherwise be in such
form as the Directors may from time to time determine. No certificate shall be issued representing shares of more than one class.
The Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any such
certificates (or certificates in respect of other securities) need not be autographic but may be affixed to such certificates by some
mechanical means or may be printed thereon.
17.
(1) In the case of a share held jointly by several persons, the Company shall not be bound to issue more than one certificate therefor
and delivery of a certificate to one of several joint holders shall be sufficient delivery to all such holders.
(2) Where a share stands in the names of two or more persons, the person first named in the Register shall as regards service of
notices and, subject to the provisions of these Articles, all or any other matters connected with the Company, except the transfer
of the shares, be deemed the sole holder thereof.
18.
Every person whose name is entered, upon an allotment of shares, as a Member in the Register shall be entitled, without
payment, to receive one certificate for all such shares of any one class or several certificates each for one or more of such shares
of such class upon payment for every certificate after the first of such reasonable out-of-pocket expenses as the Board from time
to time determines.

19.
Share certificates shall be issued within the relevant time limit as prescribed by the Act or as the Designated Stock Exchange
may from time to time determine, whichever is the shorter, after allotment or, except in the case of a transfer which the
Company is for the time being entitled to refuse to register and does not register, after lodgment of a transfer with the Company.
20.
(1) Upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled, and shall forthwith be
cancelled accordingly, and a new certificate shall be issued to the transferee in respect of the shares transferred to him at such
fee as is provided in paragraph (2) of this Article. If any of the shares included in the certificate so given up shall be retained by
the transferor a new certificate for the balance shall be issued to him at the aforesaid fee payable by the transferor to the
Company in respect thereof.
(2) The fee referred to in paragraph (1) above shall be an amount not exceeding the relevant maximum amount as the Designated
Stock Exchange may from time to time determine provided that the Board may at any time determine a lower amount for such
fee.
21.
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 Member upon request and on payment of such fee as the Company may determine
and, subject to compliance with such terms (if any) as to evidence and indemnity and to payment of the costs and reasonable
out-of-pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit
and, in case of damage or defacement, on delivery of the old certificate to the Company provided always that where share
warrants have been issued, no new share warrant shall be issued to replace one that has been lost unless the Board has
determined that the original has been destroyed.
LIEN
22.
The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether
presently payable or not) called or payable at a fixed time in respect of that share. The Company shall also have a first and
paramount lien on every share (not being a fully paid share) registered in the name of a Member (whether or not jointly with
other Members) for all amounts of money presently payable by such Member or his estate to the Company whether the same
shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such
member, and whether the period for the payment or discharge of the same shall have actually arrived or not, and
notwithstanding that the same are joint debts or liabilities of such Member or his estate and any other person, whether a Member
of the Company or not. The Company’s lien on a share shall extend to all dividends or other moneys payable thereon or in
respect thereof. The Board may at any time, generally or in any particular case, waive any lien that has arisen or declare any
share exempt in whole or in part, from the provisions of this Article.
23.
Subject to these Articles, the Company may sell in such manner as the Board determines any share on which the Company has a
lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, or the liability or
engagement in respect of which such lien exists is liable to be presently fulfilled or discharged nor until the expiration of
fourteen (14) clear days after a notice in writing, stating and demanding payment of the sum presently payable, or specifying the
liability or engagement and demanding fulfilment or discharge thereof and giving notice of the intention to sell in default, has
been served on the registered holder for the time being of the share or the person entitled thereto by reason of his death or
bankruptcy.
24.
The net proceeds of the sale shall be received by the Company and applied in or towards payment or discharge of the debt or
liability in respect of which the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien
for debts or liabilities not presently payable as existed upon the share prior to the sale) be paid to the person entitled to the share
at the time of the sale. To give effect to any such sale the Board may authorise some person to transfer the shares sold to the
purchaser thereof. The purchaser shall be registered as the holder of the shares so transferred 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 relating to the sale.

CALLS ON SHARES
25.
Subject to these Articles and to the terms of allotment, the Board may from time to time make calls upon the Members in
respect of any moneys unpaid on their shares (whether on account of the nominal or par value of the shares or by way of
premium), and each Member shall (subject to being given at least fourteen (14) clear days’ Notice specifying the time and place
of payment) pay to the Company as required by such notice the amount called on his shares. A call may be extended, postponed
or revoked in whole or in part as the Board determines but no member shall be entitled to any such extension, postponement or
revocation except as a matter of grace and favour.
26.
A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may
be made payable either in one lump sum or by instalments.
27.
A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the
shares in respect of which the call was made. The joint holders of a share shall be jointly and severally liable to pay all calls and
instalments due in respect thereof or other moneys due in respect thereof.
28.
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 on the amount unpaid from the day appointed for payment thereof to the time of actual payment at
such rate (not exceeding twenty per cent. (20%) per annum) as the Board may determine, but the Board may in its absolute
discretion waive payment of such interest wholly or in part.
29.
No Member shall be entitled to receive any dividend or bonus or to be present and vote (save as proxy for another Member) at
any general meeting either personally or by proxy, or be reckoned in a quorum, or exercise any other privilege as a Member
until all calls or instalments due by him to the Company, whether alone or jointly with any other person, together with interest
and expenses (if any) shall have been paid.
30.
On the trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be sufficient to
prove that the name of the Member sued is entered in the Register as the holder, or one of the holders, of the shares in respect of
which such debt accrued, that the resolution making the call is duly recorded in the minute book, and that notice of such call
was duly given to the Member sued, in pursuance of these Articles; and it shall not be necessary to prove the appointment of the
Directors who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive
evidence of the debt.
31.
Any amount payable in respect of a share upon allotment or at any fixed date, whether in respect of nominal value or premium
or as an instalment of a call, shall be deemed to be a call duly made and payable on the date fixed for payment and if it is not
paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call duly made and
notified.
32.
On the issue of shares the Board may differentiate between the allottees or holders as to the amount of calls to be paid and the
times of payment.
33.
The Board may, if it thinks fit, receive from any Member willing to advance the same, and either in money or money’s worth,
all or any part of the moneys uncalled and unpaid or instalments payable upon any shares held by him and upon all or any of the
moneys so advanced (until the same would, but for such advance, become presently payable) pay interest at such rate (if any) as
the Board may decide. The Board may at any time repay the amount so advanced upon giving to such Member not less than one
month’s Notice of its intention in that behalf, unless before the expiration of such notice the amount so advanced shall have
been called up on the shares in respect of which it was advanced. Such payment in advance shall not entitle the holder of such
share or shares to participate in respect thereof in a dividend subsequently declared.
FORFEITURE OF SHARES
34.
(1) If a call remains unpaid after it has become due and payable the Board may give to the person from whom it is due not less than
fourteen (14) clear days’ Notice:

(a)
requiring payment of the amount unpaid together with any interest which may have accrued and which may still accrue up to
the date of actual payment; and
(b)
stating that if the Notice is not complied with the shares on which the call was made will be liable to be forfeited.
(2)
If the requirements of any such Notice are not complied with, any share in respect of which such Notice has been given may at
any time thereafter, before payment of all calls and interest due in respect thereof has been made, be forfeited by a resolution of the
Board to that effect, and such forfeiture shall include all dividends and bonuses declared in respect of the forfeited share but not
actually paid before the forfeiture.
35.
When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder
of the share. No forfeiture shall be invalidated by any omission or neglect to give such Notice.
36.
The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Articles
to forfeiture will include surrender.
37.
Any share so forfeited shall be deemed the property of the Company and may be sold, re-allotted or otherwise disposed of to
such person, upon such terms and in such manner as the Board determines, and at any time before a sale, re-allotment or
disposition the forfeiture may be annulled by the Board on such terms as the Board determines.
38.
A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares but nevertheless shall
remain liable to pay the Company all moneys which at the date of forfeiture were presently payable by him to the Company in
respect of the shares, with (if the Directors shall in their discretion so require) interest thereon from the date of forfeiture until
payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board determines. The Board may enforce
payment thereof if it thinks fit, and without any deduction or allowance for the value of the forfeited shares, at the date of
forfeiture, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in
respect of the shares. For the purposes of this Article any sum which, by the terms of issue of a share, is payable thereon at a
fixed time which is subsequent to the date of forfeiture, whether on account of the nominal value of the share or by way of
premium, shall notwithstanding that time has not yet arrived be deemed to be payable at the date of forfeiture, and the same
shall become due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any
period between the said fixed time and the date of actual payment.
39.
A declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of
the facts therein stated as against all persons claiming to be entitled to the share, and such declaration shall (subject to the
execution of an instrument of transfer by the Company if necessary) constitute a good title to the share, and the person to whom
the share is disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the
consideration (if any), nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in
reference to the forfeiture, sale or disposal of the share. When any share shall have been forfeited, notice of the declaration shall
be given to the Member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date
thereof, shall forthwith be made in the register, but no forfeiture shall be in any manner invalidated by any omission or neglect
to give such notice or make any such entry.
40.
Notwithstanding any such forfeiture as aforesaid, the Board may at any time, before any shares so forfeited shall have been sold,
re-allotted or otherwise disposed of, permit the shares forfeited to be bought back upon the terms of payment of all calls and
interest due upon and expenses incurred in respect of the share, and upon such further terms (if any) as it thinks fit.
41.
The forfeiture of a share shall not prejudice the right of the Company to any call already made or instalment payable thereon.
42.
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 payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if
the same had been payable by virtue of a call duly made and notified.

REGISTER OF MEMBERS
43.
(1) The Company shall keep in one or more books a Register of its Members and shall enter therein the following particulars, that is
to say:
(a)
the name and address of each Member, the number and class of shares held by him and the amount paid or agreed to be
considered as paid on such shares;
(b)
the date on which each person was entered in the Register; and
(c)
the date on which any person ceased to be a Member.
(2) The Company may keep an overseas or local or other branch register of Members resident in any place, and the Board may
make and vary such regulations as it determines in respect of the keeping of any such register and maintaining a Registration
Office in connection therewith.
(3) The title to shares listed on a Designated Stock Exchange may be evidenced and transferred in accordance with the laws
applicable to the Designated Stock Exchange Rules and, for these purposes, the Register of Members may be maintained in
accordance with section 40B of the Act.
44.
The Register and branch register of Members, as the case may be, shall be open to inspection for such times and on such days as
the Board shall determine by Members without charge or by any other person, at the Office or Registration Office or such other
place at which the Register is kept in accordance with the Act. The Register including any overseas or local or other branch
register of Members may, after compliance with any notice requirement of the Designated Stock Exchange, be closed at such
times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either
generally or in respect of any class of shares.
RECORD DATES
45.
For the purpose of determining the Members entitled to notice of or to vote at any general meeting, or any adjournment thereof,
or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange
of shares or for the purpose of any other lawful action, the Board may fix, in advance, a date as the record date for any such
determination of Members, which date shall not be more than sixty (60) days nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other such action.
If the Board does not fix a record date for any general meeting, the record date for determining the Members entitled to a notice
of or to vote at such meeting shall be at the close of business on the day next preceding the day on which notice is given, or, if in
accordance with these Articles notice is waived, at the close of business on the day next preceding the day on which the meeting
is held. The record date for determining the Members for any other purpose shall be at the close of business on the day on which
the Board adopts the resolution relating thereto.
A determination of the Members of record entitled to notice of or to vote at a meeting of the Members shall apply to any
adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.
TRANSFER OF SHARES

46.
Subject to these Articles including, without limitation, in the case of Class B Ordinary Shares, Article 9(d), any Member 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.
47
The instrument of transfer shall be executed by or on behalf of the transferor and the transferee provided that the Board may
dispense with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do
so. Without prejudice to the last preceding Article, the Board may also resolve, either generally or in any particular case, upon
request by either the transferor or transferee, to accept mechanically executed transfers. The transferor shall be deemed to
remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Nothing in these
Articles shall preclude the Board from recognising a renunciation of the allotment or provisional allotment of any share by the
allottee in favour of some other person.
48.
(1) The Board may, in its absolute discretion, and without giving any reason therefor, refuse to register a transfer of any share (not
being a fully paid up share) to a person of whom it does not approve, or any share issued under any share incentive scheme for
employees upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice to the
foregoing generality, refuse to register a transfer of any share to more than four joint holders or a transfer of any share (not being
a fully paid up share) on which the Company has a lien.
(2) The Board in so far as permitted by any applicable law may, in its absolute discretion, at any time and from time to time transfer
any share upon the Register to any branch register or any share on any branch register to the Register or any other branch
register. In the event of any such transfer, the shareholder requesting such transfer shall bear the cost of effecting the transfer
unless the Board otherwise determines.
(3) Unless the Board otherwise agrees (which agreement may be on such terms and subject to such conditions as the Board in its
absolute discretion may from time to time determine, and which agreement the Board shall, without giving any reason therefor,
be entitled in its absolute discretion to give or withhold), no shares upon the Register shall be transferred to any branch register
nor shall shares on any branch register be transferred to the Register or any other branch register and all transfers and other
documents of title shall be lodged for registration, and registered, in the case of any shares on a branch register, at the relevant
Registration Office, and, in the case of any shares on the Register, at the Office or such other place at which the Register is kept
in accordance with the Act.
49.
Without limiting the generality of the last preceding Article, the Board may decline to recognise any instrument of transfer
unless:-
(a) a fee of such maximum sum as the Designated Stock Exchange may determine to be payable or such lesser sum as the Board
may from time to time require is paid to the Company in respect thereof;
(b) the instrument of transfer is in respect of only one class of share;
(c) the instrument of transfer is lodged at the Office or such other place at which the Register is kept in accordance with the Act or
the Registration Office (as the case may be) accompanied by the relevant share certificate(s) and such other evidence as the
Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is
executed by some other person on his behalf, the authority of that person so to do); and
(d) if applicable, the instrument of transfer is duly and properly stamped.
50.
If the Board refuses to register a transfer of any share, it shall, within three months after the date on which the transfer was
lodged with the Company, send to each of the transferor and transferee notice of the refusal.
51.
The registration of transfers of shares or of any class of shares may, after compliance with any notice requirement of the
Designated Stock Exchange, be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any
year) as the Board may determine.

TRANSMISSION OF SHARES
52.
If a Member dies, the survivor or survivors where the deceased was a joint holder, and his legal personal representatives where
he was a sole or only surviving holder, will be the only persons recognised by the Company as having any title to his interest in
the shares; but nothing in this Article will release the estate of a deceased Member (whether sole or joint) from any liability in
respect of any share which had been solely or jointly held by him.
53.
Any person becoming entitled to a share in consequence of the death or bankruptcy or winding-up of a Member may, upon
such evidence as to his title being produced as may be required by the Board, elect either to become the holder of the share or
to have some person nominated by him registered as the transferee thereof. If he elects to become the holder he shall notify
the Company in writing either at the Registration Office or Office, as the case may be, to that effect. If he elects to have
another person registered he shall execute a transfer of the share in favour of that person. The provisions of these Articles
relating to the transfer and registration of transfers of shares shall apply to such notice or transfer as aforesaid as if the death or
bankruptcy of the Member had not occurred and the notice or transfer were a transfer signed by such Member.
54.
A person becoming entitled to a share by reason of the death or bankruptcy or winding-up of a Member shall be entitled to the
same dividends and other advantages to which he would be entitled if he were the registered holder of the share. However, the
Board may, if it thinks fit, withhold the payment of any dividend payable or other advantages in respect of such share until
such person shall become the registered holder of the share or shall have effectually transferred such share, but, subject to the
requirements of Article 74(2) being met, such a person may vote at meetings.
UNTRACEABLE MEMBERS
55.
(1)
Without prejudice to the rights of the Company under paragraph (2) of this Article, the Company may cease sending cheques
for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive
occasions. However, the Company may exercise the power to cease sending cheques for dividend entitlements or dividend
warrants after the first occasion on which such a cheque or warrant is returned undelivered.
(2)
The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a Member who is untraceable,
but no such sale shall be made unless:
(a)
all cheques or warrants in respect of dividends of the shares in question, being not less than three in total number, for any sum
payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorised by the
Articles of the Company have remained uncashed;
(b)
so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any
indication of the existence of the Member who is the holder of such shares or of a person entitled to such shares by death,
bankruptcy or operation of law; and
(c)
the Company, if so required by the rules governing the listing of shares on the Designated Stock Exchange, has given notice to,
and caused advertisement in newspapers to be made in accordance with the requirements of, the Designated Stock Exchange
of its intention to sell such shares in the manner required by the Designated Stock Exchange, and a period of three months or
such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement.

For the purpose of the foregoing, the “relevant period” means the period commencing twelve (12) years before the date of
publication of the advertisement referred to in paragraph (c) of this Article and ending at the expiry of the period referred to in
that paragraph.
(3)
To give effect to any such sale the Board may authorise some person to transfer the said shares and an instrument of transfer
signed or otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered
holder or the person entitled by transmission to such shares, and the purchaser 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 relating to
the sale. The net proceeds of the sale will belong to the Company and upon receipt by the Company of such net proceeds it
shall become indebted to the former Member for an amount equal to such net proceeds. No trust shall be created in respect of
such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money
earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. Any sale under this
Article shall be valid and effective notwithstanding that the Member holding the shares sold is dead, bankrupt or otherwise
under any legal disability or incapacity.
GENERAL MEETINGS
56.
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 Board.
57.
Each general meeting, other than an annual general meeting, shall be called an extraordinary general meeting. General
meetings may be held at such times and in any location in the world as may be determined by the Board.
58.
(1)
A majority of the Board or the Chairman of the Board may call extraordinary general meetings, which extraordinary general
meetings shall be held at such times and locations (as permitted hereby) as such person or persons shall determine.
(2)
The Directors shall on a Members’ requisition forthwith proceed to convene an extraordinary general meeting of the Company.
A Members’ requisition is a requisition of one or more Members holding at the date of deposit of the requisition not less than
ten per cent. (10%) of the voting rights, on a one vote per share basis, of the issued shares which as at that date carry the right
to vote at general meetings of the Company. The Members’ requisition must state the objects and the resolutions to be added to
the agenda of the meeting and must be signed by the requisitionist(s) and deposited at the principal office of the Company or,
in the event the Company ceases to have such a principal office, the Office, and may consist of several documents in like form
each signed by one or more requisitionist(s). Any such meeting shall be held within two (2) months after the deposit of such
requisition. If within ten (10) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s)
himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of
the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.
NOTICE OF GENERAL MEETINGS
59.
(1)
An annual general meeting and any extraordinary general meeting may be called by not less than ten (10) clear days’ Notice
but a general meeting may be called by shorter notice, subject to the Act, if it is so agreed:
(a)
in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat; and

(b)
in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting,
being a majority together holding not less than 50% in nominal value of the issued shares giving that right.
(2)
The notice shall specify the time and place of the meeting and, in case of special business, the general nature of the business.
The notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be
given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares
they hold, are not entitled to receive such notices from the Company, to all persons entitled to a share in consequence of the
death or bankruptcy or winding-up of a Member and to each of the Directors and the Auditors.
60.
The accidental omission to give Notice of a meeting or (in cases where instruments of proxy are sent out with the Notice) to
send such instrument of proxy to, or the non-receipt of such Notice or such instrument of proxy by, any person entitled to
receive such Notice shall not invalidate any resolution passed or the proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETINGS
61.
(1)
All business shall be deemed special that is transacted at an extraordinary general meeting, and also all business that is
transacted at an annual general meeting, with the exception of sanctioning a dividend, the consideration of the accounts,
balance sheets, any report of the Directors or of the Company’s auditors, the appointment and removal of Directors and the
fixing of the remuneration of the Company’s auditors.
(2)
No business shall be transacted at any general meeting unless a quorum is present at the commencement of the business. At
any general meeting of the Company, two (2) Members entitled to vote and present in person or by proxy or (in the case of a
Member being a corporation) by its duly authorised representative throughout the meeting shall form a quorum for all
purposes.
(3)
If the Directors wish to make electronic facility available for a specific general meeting or all general meetings of the
Company, participation in any general meeting of the Company may be by means of a telephone, electronic 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.
62.
If within thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to
wait) after the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day in
the next week at the same time and place or to such time and place as the Board may determine. If at such adjourned meeting
a quorum is not present within half an hour from the time appointed for holding the meeting, the meeting shall be dissolved.
63.
The Chairman of the Board shall preside as chairman at every general meeting. If at any meeting the chairman is not present
within fifteen (15) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors
present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act.
If no Director is present, or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire
from the chair, the Members present in person or by proxy and entitled to vote shall elect one of their number to be chairman.
64.
The chairman may 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 which might lawfully have been transacted at the meeting had the adjournment not
taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ notice of the adjourned
meeting shall be given specifying the time and place of the adjourned meeting but it shall not be necessary to specify in such
notice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be
transacted. Save as aforesaid, it shall be unnecessary to give notice of an adjournment.

65.
If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the chairman of
the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a
resolution duly proposed as a special resolution, no amendment thereto (other than a mere clerical amendment to correct a
patent error) may in any event be considered or voted upon.
VOTING
66.
Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with
these Articles including, without limitation, Article 9(c), at any general meeting on a poll every Member present in person or
by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every
fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or
instalments is treated for the foregoing purposes as paid up on the share.
67.
A resolution put to the vote of a meeting shall be decided by way of a poll save that the chairman of the meeting may in good
faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in
which case every Member present in person (or being a corporation, is present by a duly authorised representative), or by
proxy(ies) shall have one vote provided that where more than one proxy is appointed by a Member which is a clearing house
(or its nominee(s)), each such proxy shall have one vote on a show of hands. For purposes of this Article, procedural and
administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may
be issued by the Company to its Members; and (ii) relate to the chairman’s duties to maintain the orderly conduct of the
meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Members a
reasonable opportunity to express their views.
68.
Where a show of hands is allowed, before or on the declaration of the result of the show of hands, a poll may be demanded:
(a)
by at least three Members present in person or in the case of a Member being a corporation by its duly authorised
representative or by proxy for the time being entitled to vote at the meeting; or
(b)
by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised
representative or by proxy and representing not less than one-tenth of the total voting rights of all Members having the right to
vote at the meeting; or
(c)
by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised
representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which
an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.
A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised
representative shall be deemed to be the same as a demand by the Member.
69.
Where a resolution is voted on by a show of hands, a declaration by the chairman that a resolution has been carried, or carried
unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the
minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes
recorded for or against the resolution. The result of the poll shall be deemed to be the resolution of the meeting. The Company
shall only be required to disclose the voting figures on a poll if such disclosure is required by the rules of the Designated
Stock Exchange.
70.
On a poll votes may be given either personally or by proxy.
71.
A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.

72.
Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with
these Articles including, without limitation, Article 9(c), all questions submitted to a general meeting shall be decided by a
simple majority of votes except where a greater majority is required by these Articles or by the Act. In the case of an equality
of votes, whether on a show of hands or on a poll, the chairman of such general meeting shall not be entitled to a second or
casting vote in addition to any other vote he may have.
73.
Where there are joint holders of any share any one of such joint holder may vote, either in person or by proxy, in respect of
such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of
the senior 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 for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of
the joint holding. Several executors or administrators of a deceased Member in whose name any share stands shall for the
purposes of this Article be deemed joint holders thereof.
74.
(1)
A Member who is a patient for any purpose relating to mental health or in respect of whom an order has been made by any
court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs
may vote, whether on a show of hands or on a poll, by his receiver, committee, curator bonis or other person in the nature of a
receiver, committee or curator bonis appointed by such court, and such receiver, committee, curator bonis or other person may
vote on a poll by proxy, and may otherwise act and be treated as if he were the registered holder of such shares for the
purposes of general meetings, provided that such evidence as the Board may require of the authority of the person claiming to
vote shall have been deposited at the Office, head office or Registration Office, as appropriate, not less than forty-eight (48)
hours before the time appointed for holding the meeting, or adjourned meeting or poll, as the case may be.
(2)
Any person entitled under Article 54 to be registered as the holder of any shares may vote at any general meeting in respect
thereof in the same manner as if he were the registered holder of such shares, provided that forty-eight (48) hours at least
before the time of the holding of the meeting or adjourned meeting, as the case may be, at which he proposes to vote, he shall
satisfy the Board of his entitlement to such shares, or the Board shall have previously admitted his right to vote at such
meeting in respect thereof.
75.
No Member shall, unless the Board otherwise determines, be entitled to attend and vote and to be reckoned in a quorum at any
general meeting unless he is duly registered and all calls or other sums presently payable by him in respect of shares in the
Company have been paid.
76.
If:
(a)
any objection shall be raised to the qualification of any voter; or
(b)
any votes have been counted which ought not to have been counted or which might have been rejected; or
(c)
any votes are not counted which ought to have been counted;
the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or
pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the
error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on
any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such
matters shall be final and conclusive.
77.
A resolution in writing signed by all the Members 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.
PROXIES

78.
Any Member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy
to attend and vote instead of him. A Member who is the holder of two or more shares may appoint more than one proxy to
represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a
Member. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a
corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member
could exercise.
79.
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 its seal or under the hand of an officer, attorney or other person
authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an
officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument
of proxy on behalf of the corporation without further evidence of the facts.
80.
The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which
it is signed, or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as
may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting
(or, if no place is so specified at the Registration Office or the Office, as may be appropriate) not less than forty-eight (48)
hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument
proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than
twenty-four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be
treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date
named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned
meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument
appointing a proxy shall not preclude a Member from attending and voting in person at the meeting convened and in such
event, the instrument appointing a proxy shall be deemed to be revoked.
81.
Instruments of proxy shall be in any common form or in such other form as the Board may approve (provided that this shall
not preclude the use of the two-way form) and the Board may, if it thinks fit, send out with the notice of any meeting forms of
instrument of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority to demand or join in
demanding a poll and to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit.
The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for
the meeting to which it relates.
82.
A vote 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 instrument of proxy or of the authority under which it was executed, provided
that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the Office or
the Registration Office (or such other place as may be specified for the delivery of instruments of proxy in the notice
convening the meeting or other document sent therewith) two hours at least before the commencement of the meeting or
adjourned meeting, or the taking of the poll, at which the instrument of proxy is used.
83.
Anything which under these Articles a Member may do by proxy he may likewise do by his duly appointed attorney and the
provisions of these Articles relating to proxies and instruments appointing proxies shall apply mutatis mutandis in relation to
any such attorney and the instrument under which such attorney is appointed.
CORPORATIONS ACTING BY REPRESENTATIVES
84.
(1)
Any corporation which is a Member 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 at any meeting of any class of Members. The person so
authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if it
were an individual Member and such corporation shall for the purposes of these Articles be deemed to be present in person at
any such meeting if a person so authorised is present thereat.

(2)
If a clearing house (or its nominee(s)) or a central depository entity, being a corporation, is a Member, it may authorise such
persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members
provided that the authorisation shall specify the number and class of shares in respect of which each such representative is so
authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised
without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house or
central depository entity (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by
the clearing house or a central depository entity (or its nominee(s)) including the right to vote individually on a show of hands.
(3)
Any reference in these Articles to a duly authorised representative of a Member being a corporation shall mean a
representative authorised under the provisions of this Article.
BOARD OF DIRECTORS
85.
(1)
Unless otherwise determined by special resolution of the Members in general meeting, the number of Directors shall be no
more than nine (9), with the exact number of Directors to be determined from time to time by the Board. A majority of the
Directors then in office shall have the power from time to time to appoint any person as director to fill in a casual vacancy or
as an addition to the existing Board (subject to the maximum size of the Board) and any Directors so appointed by the Board
shall hold office only until the next following annual general meeting and shall then be eligible for re-election or re-
appointment by the Board. The Company may by ordinary resolution appoint any person to be a Director.
(2)
The Board of Directors shall have a Chairman of the Board of Directors (the “Chairman of the Board”) elected and
appointed by a majority of the Directors then in office. The removal of the Chairman of the Board will be determined by
ordinary resolutions of the Members.
(3)
No Director shall be required to hold any shares of the Company by way of qualification and a Director who is not a Member
shall be entitled to receive notice of and to attend and speak at any general meeting of the Company and of all classes of
shares of the Company.
(4)
Any Director may be removed by way of (i) an ordinary resolution of the Members at any time before the expiration of his
period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director (but
without prejudice to any claim for damages under any such agreement); or (ii) resolution of the Board provided that such
removal is for Cause.
(5)
A vacancy on the Board created by the removal of a Director under the provisions of subparagraph (4) above may be filled by
the election or appointment by resolution of the Board.
DISQUALIFICATION OF DIRECTORS
88.
The office of a Director shall be vacated if the Director:
(1)
resigns his office by notice in writing delivered to the Company at the Office or tendered at a meeting of the Board;
(2)
becomes of unsound mind or dies;
(3)
without special leave of absence from the Board, is absent from meetings of the Board for three consecutive meetings and the
Board re-solves that his office be vacated; or
(4)
becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors;
(5)
is prohibited by law from being a Director; or

(6)
ceases to be a Director by virtue of any provision of the Statutes or is removed from office pursuant to these Articles.
ALTERNATE DIRECTORS
89.
Any Director may at any time by Notice delivered to the Office or head office or at a meeting of the Directors appoint any
person (including another Director) to be his alternate Director. Any person so appointed shall have all the rights and powers
of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be
counted more than once in determining whether or not a quorum is present. An alternate Director may be removed at any time
by the body which appointed him and, subject thereto, the office of alternate Director shall continue until the happening of any
event which, if he were a Director, would cause him to vacate such office or if his appointer ceases for any reason to be a
Director. Any appointment or removal of an alternate Director shall be effected by Notice signed by the appointor and
delivered to the Office or head office or tendered at a meeting of the Board. An alternate Director may also be a Director in his
own right and may act as alternate to more than one Director. An alternate Director shall, if his appointor so requests, be
entitled to receive notices of meetings of the Board or of committees of the Board to the same extent as, but in lieu of, the
Director appointing him and shall be entitled to such extent to attend and vote as a Director at any such meeting at which the
Director appointing him is not personally present and generally at such meeting to exercise and discharge all the functions,
powers and duties of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of
these Articles shall apply as if he were a Director save that as an alternate for more than one Director his voting rights shall be
cumulative.
90.
An alternate Director shall only be a Director for the purposes of the Act and shall only be subject to the provisions of the Act
insofar as they relate to the duties and obligations of a Director when performing the functions of the Director for whom he is
appointed in the alternative and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to
be the agent of or for the Director appointing him. An alternate Director shall be entitled to contract and be interested in and
benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified by the Company to the
same extent mutatis mutandis as if he were a Director but he shall not be entitled to receive from the Company any fee in his
capacity as an alternate Director except only such part, if any, of the remuneration otherwise payable to his appointor as such
appointor may by Notice to the Company from time to time direct.
91.
Every person acting as an alternate Director shall have one vote for each Director for whom he acts as alternate (in addition to
his own vote if he is also a Director). If his appointor is for the time being not available or unable to act, the signature of an
alternate Director to any resolution in writing of the Board or a committee of the Board of which his appointor is a member
shall, unless the notice of his appointment provides to the contrary, be as effective as the signature of his appointor.
92.
An alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director,
however, such alternate Director or any other person may be re-appointed by the Directors to serve as an alternate Director
PROVIDED always that, if at any meeting any Director retires but is re-elected at the same meeting, any appointment of such
alternate Director pursuant to these Articles which was in force immediately before his retirement shall remain in force as
though he had not retired.
DIRECTORS’ FEES AND EXPENSES
93.
Subject to the rules of the Designated Exchange, the Directors shall receive such remuneration as the Board may from time to
time determine.

94.
Each Director shall be entitled to be repaid or prepaid all travelling, hotel and incidental expenses reasonably incurred or
expected to be incurred by him in attending meetings of the Board or committees of the Board or general meetings or separate
meetings of any class of shares or of debentures of the Company or otherwise in connection with the discharge of his duties as
a Director.
95.
Any Director who, by request, goes or resides abroad for any purpose of the Company or who performs services which in the
opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of
salary, commission, participation in profits or otherwise) as the Board may determine and such extra remuneration shall be in
addition to or in substitution for any ordinary remuneration provided for by or pursuant to any other Article.
96.
Subject to the rules of the Designated Exchange, the Board may, without the approval of the Company in general meeting,
make payments to any Director or past Director of the Company by way of compensation for loss of office, or as
consideration for or in connection with his retirement from office (not being payment to which the Director is contractually
entitled).
DIRECTORS’ INTERESTS
97.
A Director may:
(a)
hold any other office or place of profit with the Company (except that of Auditor) in conjunction with his office of Director for
such period and upon such terms as the Board may determine. Any remuneration (whether by way of salary, commission,
participation in profits or otherwise) paid to any Director in respect of any such other office or place of profit shall be in
addition to any remuneration provided for by or pursuant to any other Article;
(b)
act by himself or his firm in a professional capacity for the Company (otherwise than as Auditor) and he or his firm may be
remunerated for professional services as if he were not a Director;
(c)
continue to be or become a director, or other officer or member of any other company promoted by the Company or in which
the Company may be interested as a vendor, shareholder or otherwise and (unless otherwise agreed) no such Director shall be
accountable for any remuneration, profits or other benefits received by him as a director, or other officer or member of or from
his interests in any such other company. Subject as otherwise provided by these Articles the Directors may exercise or cause to
be exercised the voting powers conferred by the shares in any other company held or owned by the Company, or exercisable
by them as Directors of such other company in such manner in all respects as they think fit (including the exercise thereof in
favour of any resolution appointing themselves or any of them directors, or other officers of such company) or voting or
providing for the payment of remuneration to the director, or other officers of such other company and any Director may vote
in favour of the exercise of such voting rights in manner aforesaid notwithstanding that he may be, or about to be, appointed a
director, or other officer of such a company, and that as such he is or may become interested in the exercise of such voting
rights in manner aforesaid.
98.
Subject to the Act and to these Articles, no Director or proposed or intending Director shall be disqualified by his office from
contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any
other manner whatever, nor shall any such contract or any other contract or arrangement 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 or the Members for any remuneration, profit or other benefits realised by any such contract or arrangement by
reason of such Director holding that office or of the fiduciary relationship thereby established provided that such Director
shall disclose the nature of his interest in any contract or arrangement in which he is interested in accordance with Article 99
herein.

99.
A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or arrangement or
proposed contract or arrangement with the Company shall declare the nature of his interest at the meeting of the Board at
which the question of entering into the contract or arrangement is first considered, if he knows his interest then exists, or in
any other case at the first meeting of the Board after he knows that he is or has become so interested. For the purposes of this
Article, a general Notice to the Board by a Director to the effect that:
(a)
he is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement
which may after the date of the Notice be made with that company or firm; or
(b)
he is to be regarded as interested in any contract or arrangement which may after the date of the Notice be made with a
specified person who is connected with him; shall be deemed to be a sufficient declaration of interest under this Article in
relation to any such contract or arrangement, provided that no such Notice shall be effective unless either it is given at a
meeting of the Board or the Director takes reasonable steps to secure that it is brought up and read at the next Board meeting
after it is given.
100.
Following a declaration being made pursuant to the last preceding two Articles, subject to applicable law or the listing rules of
the Company’s Designated Stock Exchange, and unless disqualified by the chairman of the relevant Board meeting, a Director
may vote in respect of any contract or proposed contract or arrangement in which such Director is interested and may be
counted in the quorum at such meeting.
GENERAL POWERS OF THE DIRECTORS
101 (1)
Subject to these Articles, the business of the Company shall be managed and conducted by the Board, which may pay all
expenses incurred in forming and registering the Company and may exercise all powers of the Company (whether relating to
the management of the business of the Company or otherwise) which are not by the Statutes or by these Articles required to be
exercised by the Company in general meeting, subject nevertheless to the provisions of the Statutes and of these Articles and
to such regulations being not inconsistent with such provisions, as may be prescribed by the Company in general meeting, but
no regulations made by the Company in general meeting shall invalidate any prior act of the Board which would have been
valid if such regulations had not been made. The general powers given by this Article shall not be limited or restricted by any
special authority or power given to the Board by any other Article (other than as set out in Articles 9(c) and 9(e)).
(2)
Any person contracting or dealing with the Company in the ordinary course of business shall be entitled to rely on any written
or oral contract or agreement or deed, document or instrument entered into or executed as the case may be by any two of the
Directors acting jointly on behalf of the Company and the same shall be deemed to be validly entered into or executed by the
Company as the case may be and shall, subject to any rule of law, be binding on the Company.
(3)
Without prejudice to the general powers conferred by these Articles it is hereby expressly declared that the Board shall have
the following powers:
(a)
To give to any person the right or option of requiring at a future date that an allotment shall be made to him of any share at par
or at such premium as may be agreed.
(b)
To give to any Directors, officers or employees of the Company an interest in any particular business or transaction or
participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or
other remuneration.
(c)
To resolve that the Company be deregistered in the Cayman Islands and continued in a named jurisdiction outside the Cayman
Islands subject to the provisions of the Act.

102.
The Board may establish any regional or local boards or agencies for managing any of the affairs of the Company in any
place, and may appoint any persons to be members of such local boards, or any agents, and may fix their remuneration (either
by way of salary or by commission or by conferring the right to participation in the profits of the Company or by a
combination of two or more of these modes) and pay the working expenses of any staff employed by them upon the business
of the Company. The Board may delegate to any regional or local board, manager or agent any of the powers, authorities and
discretions vested in or exercisable by the Board (other than its powers to make calls and forfeit shares), with power to sub-
delegate, and may authorise the members of any of them to fill any vacancies therein and to act notwithstanding vacancies.
Any such appointment or delegation may be made upon such terms and subject to such conditions as the Board may think fit,
and the Board may remove any person appointed as aforesaid, and may revoke or vary such delegation, but no person dealing
in good faith and without notice of any such revocation or variation shall be affected thereby.
103.
The Board may by power of attorney appoint any company, firm or person or any fluctuating body of persons, whether
nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such
powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Articles) and for
such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for
the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorise
any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him. Such attorney or
attorneys may, if so authorised under the Seal of the Company, execute any deed or instrument under their personal seal with
the same effect as the affixation of the Company’s Seal.
104.
The Board may entrust to and confer upon any Director any of the powers exercisable by it upon such terms and conditions
and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, and may from
time to time revoke or vary all or any of such powers but no person dealing in good faith and without notice of such
revocation or variation shall be affected thereby.
105.
All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and
all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case
may be, in such manner as the Board shall from time to time by resolution determine. The Company’s banking accounts shall
be kept with such banker or bankers as the Board shall from time to time determine.
106. (1)
The Board may establish or concur or join with other companies (being subsidiary companies of the Company or companies
with which it is associated in business) in establishing and making contributions out of the Company’s moneys to any schemes
or funds for providing pensions, sickness or compassionate allowances, life assurance or other benefits for employees (which
expression as used in this and the following paragraph shall include any Director or ex-Director who may hold or have held
any executive office or any office of profit under the Company or any of its subsidiary companies) and ex-employees of the
Company and their dependants or any class or classes of such person.
(2)
The Board may pay, enter into agreements to pay or make grants of revocable or irrevocable pensions or other benefits to
employees and ex-employees and their dependants, or to any of such persons, including pensions or benefits additional to
those, if any, to which such employees or ex-employees or their dependants are or may become entitled under any such
scheme or fund as mentioned in the last preceding paragraph. Any such pension or benefit may, as the Board considers
desirable, be granted to an employee either before and in anticipation of or upon or at any time after his actual retirement, and
may be subject or not subject to any terms or conditions as the Board may determine.
BORROWING POWERS

107.
The Board may exercise all the powers of the Company to raise or borrow money and to mortgage or charge all or any part of
the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to the Act, to issue
debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the
Company or of any third party.
108.
Debentures, bonds and other securities may be made assignable free from any equities between the Company and the person
to whom the same may be issued.
109.
Any debentures, bonds or other securities may be issued at a discount (other than shares), premium or otherwise and with any
special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the
Company, appointment of Directors and otherwise.
110. (1)
Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall take the same
subject to such prior charge, and shall not be entitled, by notice to the Members or otherwise, to obtain priority over such prior
charge.
(2)
The Board shall cause a proper register to be kept, in accordance with the provisions of the Act, of all charges specifically
affecting the property of the Company and of any series of debentures issued by the Company and shall duly comply with the
requirements of the Act in regard to the registration of charges and debentures therein specified and otherwise.
PROCEEDINGS OF THE DIRECTORS
111.
The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it considers appropriate.
Questions arising at any meeting shall be determined by a majority of votes. In the case of any equality of votes the Chairman
of the Board shall have an additional or casting vote.
112.
A meeting of the Board may be convened by the Secretary on request of a Director or by any Director. The Secretary shall
convene a meeting of the Board of which notice may be given in writing or by telephone or in such other manner as the Board
may from time to time determine whenever he shall be required so to do by the president or Chairman of the Board, as the
case may be, or any Director.
113. (1)
The quorum necessary for the transaction of the business of the Board may be fixed by the Directors, and unless so fixed, the
quorum shall be a majority of Directors then in office. An alternate Director shall be counted in a quorum in the case of the
absence of a Director for whom he is the alternate provided that he shall not be counted more than once for the purpose of
determining whether or not a quorum is present.
(2)
Directors may participate in any meeting of the Board by means of a conference telephone or other communications
equipment through which all persons participating in the meeting can communicate with each other simultaneously and
instantaneously and, for the purpose of counting a quorum, such participation shall constitute presence at a meeting as if those
participating were present in person.
(3)
Any Director who ceases to be a Director at a Board meeting may continue to be present and to act as a Director and be
counted in the quorum until the termination of such Board meeting if no other Director objects and if otherwise a quorum of
Directors would not be present.
114.
The continuing Directors or a sole continuing Director may act notwithstanding any vacancy in the Board but, if and so long
as the number of Directors is reduced below the minimum number fixed by or in accordance with these Articles, the
continuing Directors or Director, notwithstanding that the number of Directors is below the number fixed by or in accordance
with these Articles as the quorum or that there is only one continuing Director, may act for the purpose of filling vacancies in
the Board or of summoning general meetings of the Company but not for any other purpose.

115.
The Chairman of the Board shall be the chairman of all meetings of the Board. If the Chairman of the Board is not present at
any meeting within fifteen (15) minutes after the time appointed for holding the same, the Directors present may choose one
of their number to be chairman of the meeting.
116.
A meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions
for the time being vested in or exercisable by the Board.
117. (1)
The Board may delegate any of its powers, authorities and discretions to committees, consisting of such Director or Directors
and other persons as it thinks fit, and they may, from time to time, revoke such delegation or revoke the appointment of and
discharge any such committees either wholly or in part, and either as to persons or purposes. Any committee so formed shall,
in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it
by the Board.
(2)
All acts done by any such committee in conformity with such regulations, and in fulfilment of the purposes for which it was
appointed, but not otherwise, shall have like force and effect as if done by the Board, and the Board (or if the Board delegates
such power, the committee) shall have power to remunerate the members of any such committee, and charge such
remuneration to the current expenses of the Company.
118.
The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions
contained in these Articles for regulating the meetings and proceedings of the Board so far as the same are applicable and are
not superseded by any regulations imposed by the Board under the last preceding Article, indicating, without limitation, any
committee charter adopted by the Board for purposes or in respect of any such committee.
119.
A resolution in writing signed by all the Directors except such as are temporarily unable to act through ill-health or disability
shall (provided that such number is sufficient to constitute a quorum and further provided that a copy of such resolution has
been given or the contents thereof communicated to all the Directors for the time being entitled to receive notices of Board
meetings in the same manner as notices of meetings are required to be given by these Articles) be as valid and effectual as if a
resolution had been passed at a meeting of the Board duly convened and held. Such resolution may be contained in one
document or in several documents in like form each signed by one or more of the Directors and for this purpose a facsimile
signature of a Director shall be treated as valid.
120.
All acts bona fide done by the Board or by any committee or by any person acting as a Director or members of a committee,
shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the
Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated office, be
as valid as if every such person had been duly appointed and was qualified and had continued to be a Director or member of
such committee.
121.
[DELETED]
122.
[DELETED]
123.
[DELETED]
OFFICERS
124. (1)
The officers of the Company shall consist of the Chairman of the Board and Secretary and such additional officers (who may
or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the
purposes of the Act and these Articles.
(2)
The officers shall receive such remuneration as the Directors may from time to time determine.

125. (1)
The Secretary and additional officers, if any, shall be appointed by the Board and shall hold office on such terms and for such
period as the Board may determine. If thought fit, two or more persons may be appointed as joint Secretaries. The Board may
also appoint from time to time on such terms as it thinks fit one or more assistant or deputy Secretaries.
(2)
The Secretary shall attend all meetings of the Members and shall keep correct minutes of such meetings and enter the same in
the proper books provided for the purpose. He shall perform such other duties as are prescribed by the Act or these Articles or
as may be prescribed by the Board.
126.
The officers of the Company shall have such powers and perform such duties in the management, business and affairs of the
Company as may be delegated to them by the Directors from time to time.
127.
A provision of the Act or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary
shall not be satisfied by its being done by or to the same person acting both as Director and as or in place of the Secretary.
REGISTER OF DIRECTORS AND OFFICERS
128.
The Company shall cause to be kept in one or more books at its Office a Register of Directors and Officers in which there
shall be entered the full names and addresses of the Directors and Officers and such other particulars as required by the Act or
as the Directors may determine. The Company shall send to the Registrar of Companies in the Cayman Islands a copy of such
register, and shall from time to time notify to the said Registrar of any change that takes place in relation to such Directors and
Officers as required by the Act.
MINUTES
129. (1)
The Board shall cause minutes to be duly entered in books provided for the purpose:
(a)
of all elections and appointments of officers;
(b)
of the names of the Directors present at each meeting of the Directors and of any committee of the Directors;
(c)
of all resolutions and proceedings of each general meeting of the Members, or of all meetings of the Board and meetings of
committees of the Board.
(2)
Minutes shall be kept by the Secretary at the Office.
SEAL
130. (1)
The Company shall have one or more Seals, as the Board may determine. For the purpose of sealing documents creating or
evidencing securities issued by the Company, the Company may have a securities seal which is a facsimile of the Seal of the
Company with the addition of the word “Securities” on its face or in such other form as the Board may approve. The Board
shall provide for the custody of each Seal and no Seal shall be used without the authority of the Board or of a committee of the
Board authorised by the Board in that behalf. Subject as otherwise provided in these Articles, any instrument to which a Seal
is affixed shall be signed autographically by one Director and the Secretary or by two Directors or by such other person
(including a Director) or persons as the Board may appoint, either generally or in any particular case, save that as regards any
certificates for shares or debentures or other securities of the Company the Board may by resolution determine that such
signatures or either of them shall be dispensed with or affixed by some method or system of mechanical signature. Every
instrument executed in manner provided by this Article shall be deemed to be sealed and executed with the authority of the
Board previously given.

(2)
Where the Company has a Seal for use abroad, the Board may by writing under the Seal appoint any agent or committee
abroad to be the duly authorised agent of the Company for the purpose of affixing and using such Seal and the Board may
impose restrictions on the use thereof as may be thought fit. Wherever in these Articles reference is made to the Seal, the
reference shall, when and so far as may be applicable, be deemed to include any such other Seal as aforesaid.
AUTHENTICATION OF DOCUMENTS
131.
Any Director or the Secretary or any person appointed by the Board for the purpose may authenticate any documents affecting
the constitution of the Company and any resolution passed by the Company or the Board or any committee, and any books,
records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom
as true copies or extracts, and if any books, records, documents or accounts are elsewhere than at the Office or the head office
the local manager or other officer of the Company having the custody thereof shall be deemed to be a person so appointed by
the Board. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company
or of the Board or any committee which is so certified shall be conclusive evidence in favour of all persons dealing with the
Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such minutes or extract
is a true and accurate record of proceedings at a duly constituted meeting.
DESTRUCTION OF DOCUMENTS
132. (1)
The Company shall be entitled to destroy the following documents at the following times:
(a)
any share certificate which has been cancelled at any time after the expiry of one (1) year from the date of such cancellation;
(b)
any dividend mandate or any variation or cancellation thereof or any notification of change of name or address at any time
after the expiry of two (2) years from the date such mandate variation cancellation or notification was recorded by the
Company;
(c)
any instrument of transfer of shares which has been registered at any time after the expiry of seven (7) years from the date of
registration;
(d)
any allotment letters after the expiry of seven (7) years from the date of issue thereof; and
(e)
copies of powers of attorney, grants of probate and letters of administration at any time after the expiry of seven (7) years after
the account to which the relevant power of attorney, grant of probate or letters of administration related has been closed;
and it shall conclusively be presumed in favour of the Company that every entry in the Register purporting to be made on the
basis of any such documents so destroyed was duly and properly made and every share certificate so destroyed was a valid
certificate duly and properly cancelled and that every instrument of transfer so destroyed was a valid and effective instrument
duly and properly registered and that every other document destroyed hereunder was a valid and effective document in
accordance with the recorded particulars thereof in the books or records of the Company. Provided always that: (1) the
foregoing provisions of these Article shall apply only to the destruction of a document in good faith and without express
notice to the Company that the preservation of such document was relevant to a claim; (2) nothing contained in this Article
shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than
as aforesaid or in any case where the conditions of provision (1) above are not fulfilled; and (3) references in these Article to
the destruction of any document include references to its disposal in any manner.

(2)
Notwithstanding any provision contained in these Articles, the Directors may, if permitted by applicable law, authorise the
destruction of documents set out in sub-paragraphs (a) to (e) of paragraph (1) of this Article and any other documents in
relation to share registration which have been microfilmed or electronically stored by the Company or by the share registrar on
its behalf provided always that these Article shall apply only to the destruction of a document in good faith and without
express notice to the Company and its share registrar that the preservation of such document was relevant to a claim.
DIVIDENDS AND OTHER PAYMENTS
133.
Subject to the Act, the Board may from time to time declare dividends in any currency to be paid to the Members.
134.
Dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside
from profits which the Directors determine is no longer needed. The Board may also declare and pay dividends out of share
premium account or any other fund or account which can be authorised for this purpose in accordance with the Act.
135.
Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide:
(a)
all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is
paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of these Article as paid up on the
share; and
(b)
all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or
portions of the period in respect of which the dividend is paid.
136.
The Board may from time to time pay to the Members such interim dividends as appear to the Board to be justified by the
profits of the Company and in particular (but without prejudice to the generality of the foregoing) if at any time the share
capital of the Company is divided into different classes, the Board may pay such interim dividends in respect of those shares
in the capital of the Company which confer on the holders thereof deferred or non-preferential rights as well as in respect of
those shares which confer on the holders thereof preferential rights with regard to dividend and provided that the Board acts
bona fide the Board shall not incur any responsibility to the holders of shares conferring any preference for any damage that
they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferential rights and
may also pay any fixed dividend which is payable on any shares of the Company half-yearly or on any other dates, whenever
such profits, in the opinion of the Board, justifies such payment.
137.
The Board may deduct from any dividend or other moneys payable to a Member by the Company on or in respect of any
shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise.
138.
No dividend or other moneys payable by the Company on or in respect of any share shall bear interest against the Company.
139.
Any dividend, interest or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the
post addressed to the holder at his registered address or, in the case of joint holders, addressed to the holder whose name
stands first in the Register in respect of the shares at his address as appearing in the Register or addressed to such person and
at such address as the holder or joint holders may in writing 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 notwithstanding that
it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged. Any one of two or
more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect
of the shares held by such joint holders.

140.
All dividends or bonuses unclaimed for one (1) year after having been declared may be invested or otherwise made use of by
the Board for the benefit of the Company until claimed. Any dividend or bonuses unclaimed after a period of six (6) years
from the date of declaration shall be forfeited and shall revert to the Company. The payment by the Board of any unclaimed
dividend or other sums payable on or in respect of a share into a separate account shall not constitute the Company a trustee in
respect thereof.
141.
Whenever the Board has resolved that a dividend be paid or declared, the Board may further resolve that such dividend be
satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or
warrants to subscribe securities of the Company or any other company, or in any one or more of such ways, and where any
difficulty arises in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may issue
certificates in respect of fractions of shares, disregard fractional entitlements or round the same up or down, and may 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 footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific
assets in trustees as may seem expedient to the Board and may appoint any person to sign any requisite instruments of transfer
and other documents on behalf of the persons entitled to the dividend, and such appointment shall be effective and binding on
the Members. The Board may resolve that no such assets shall be made available to Members with registered addresses in any
particular territory or territories where, in the absence of a registration statement or other special formalities, such distribution
of assets would or might, in the opinion of the Board, be unlawful or impracticable and in such event the only entitlement of
the Members aforesaid shall be to receive cash payments as aforesaid. Members affected as a result of the foregoing sentence
shall not be or be deemed to be a separate class of Members for any purpose whatsoever.
142. (1)
Whenever the Board has resolved that a dividend be paid or declared on any class of the share capital of the Company, the
Board may further resolve either:
(a)
that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that
the Members entitled thereto will be entitled to elect to receive such dividend (or part thereof if the Board so determines) in
cash in lieu of such allotment. In such case, the following provisions shall apply:
(i)
the basis of any such allotment shall be determined by the Board;
(ii)
the Board, after determining the basis of allotment, shall give not less than ten (10) days’ Notice to the holders of the relevant
shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to
be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in
order to be effective;
(iii) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the
right of election has been accorded; and
(iv) the dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid) shall not be payable in cash on
shares in respect whereof the cash election has not been duly exercised (“the non-elected shares”) and in satisfaction thereof
shares of the relevant class shall be allotted credited as fully paid up to the holders of the non-elected shares on the basis of
allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided
profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share
premium account, capital redemption reserve other than the Subscription Rights Reserve) as the Board may determine, such
sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to
and amongst the holders of the non-elected shares on such basis; or
(b)
that the Members entitled to such dividend shall be entitled to elect to receive an allotment of shares credited as fully paid up
in lieu of the whole or such part of the dividend as the Board may think fit. In such case, the following provisions shall apply:
(i)
the basis of any such allotment shall be determined by the Board;

(ii)
the Board, after determining the basis of allotment, shall give not less than ten (10) days’ Notice to the holders of the relevant
shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to
be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in
order to be effective;
(iii) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the
right of election has been accorded; and
(iv) the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable in cash
on shares in respect whereof the share election has been duly exercised (“the elected shares”) and in lieu thereof shares of the
relevant class shall be allotted credited as fully paid up to the holders of the elected shares on the basis of allotment
determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of
the Company (including profits carried and standing to the credit of any reserves or other special account, share premium
account, capital redemption reserve other than the Subscription Rights Reserve) as the Board may determine, such sum as may
be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and
amongst the holders of the elected shares on such basis.
(2)
(a)
The shares allotted pursuant to the provisions of paragraph (1) of this Article shall rank paripassu in all respects with shares of
the same class (if any) then in issue save only as regards participation in the relevant dividend or in any other distributions,
bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the
relevant dividend unless, contemporaneously with the announcement by the Board of their proposal to apply the provisions of
sub-paragraph (a) or (b) of paragraph (2) of this Article in relation to the relevant dividend or contemporaneously with their
announcement of the distribution, bonus or rights in question, the Board shall specify that the shares to be allotted pursuant to
the provisions of paragraph (1) of this Article shall rank for participation in such distribution, bonus or rights.
(b)
The Board may do all acts and things considered necessary or expedient to give effect to any capitalisation pursuant to the
provisions of paragraph (1) of this Article, with full power to the Board to make such provisions as it thinks fit in the case of
shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are
aggregated and sold and the net proceeds distributed to those entitled, or are disregarded or rounded up or down or whereby
the benefit of fractional entitlements accrues to the Company rather than to the Members concerned). The Board may
authorise any person to enter into on behalf of all Members interested, an agreement with the Company providing for such
capitalisation and matters incidental thereto and any agreement made pursuant to such authority shall be effective and binding
on all concerned.
(3)
The Company may upon the recommendation of the Board by ordinary resolution resolve in respect of any particular dividend
of the Company that notwithstanding the provisions of paragraph (1) of this Article a dividend may be satisfied wholly in the
form of an allotment of shares credited as fully paid up without offering any right to shareholders to elect to receive such
dividend in cash in lieu of such allotment.
(4)
The Board may on any occasion determine that rights of election and the allotment of shares under paragraph (1) of this
Article shall not be made available or made to any shareholders with registered addresses in any territory where, in the
absence of a registration statement or other special formalities, the circulation of an offer of such rights of election or the
allotment of shares would or might, in the opinion of the Board, be unlawful or impracticable, and in such event the provisions
aforesaid shall be read and construed subject to such determination. Members affected as a result of the foregoing sentence
shall not be or be deemed to be a separate class of Members for any purpose whatsoever.
(5)
Any resolution of the Board declaring a dividend on shares of any class, may specify that the same shall be payable or
distributable to the persons registered as the holders of such shares at the close of business on a particular date,
notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be
payable or distributable to them in accordance with their respective holdings so registered, but without prejudice to the rights
inter se in respect of such dividend of transferors and transferees of any such shares. The provisions of this Article shall
mutatis mutandis apply to bonuses, capitalisation issues, distributions of realised capital profits or offers or grants made by the
Company to the Members.

RESERVES
143. (1)
The Board shall establish an account to be called the 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 in the Company. Unless
otherwise provided by the provisions of these Articles, the Board may apply the share premium account in any manner
permitted by the Act. The Company shall at all times comply with the provisions of the Act in relation to the share premium
account.
(2)
Before recommending any dividend, the Board may set aside out of the profits of the Company such sums as it determines as
reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be
properly applied and pending such application may, also at such discretion, either be employed in the business of the Company
or be invested in such investments as the Board may from time to time think fit and so that it shall not be necessary to keep
any investments constituting the reserve or reserves separate or distinct from any other investments of the Company. The
Board may also without placing the same to reserve carry forward any profits which it may think prudent not to distribute.
CAPITALISATION
144.
The Board may, at any time and from time to time, pass a resolution to the effect that it is desirable to capitalise all or any part
of any amount for the time being standing to the credit of any reserve or fund (including a share premium account and capital
redemption reserve and the profit and loss account) whether or not the same is available for distribution and accordingly that
such amount be set free for distribution among the Members or any class of Members who would be entitled thereto if it were
distributed by way of dividend and in the same proportions, on the footing that the same is not paid in cash but is applied
either in or towards paying up the amounts for the time being unpaid on any shares in the Company held by such Members
respectively or in paying up in full unissued shares, debentures or other obligations of the Company, to be allotted and
distributed credited as fully paid up among such Members, or partly in one way and partly in the other, and the Board shall
give effect to such resolution provided that, for the purposes of this Article, a share premium account and any capital
redemption reserve or fund representing unrealised profits, may be applied only in paying up in full unissued shares of the
Company to be allotted to such Members credited as fully paid.
145.
The Board may settle, as it considers appropriate, any difficulty arising in regard to any distribution under the last preceding
Article and in particular may issue certificates in respect of fractions of shares or authorise any person to sell and transfer any
fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not
exactly so or may ignore fractions altogether, and may determine that cash payments shall be made to any Members in order
to adjust the rights of all parties, as may seem expedient to the Board. The Board may appoint any person to sign on behalf of
the persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such
appointment shall be effective and binding upon the Members.
SUBSCRIPTION RIGHTS RESERVE
146.
The following provisions shall have effect to the extent that they are not prohibited by and are in compliance with the Act:
(1)
If, so long as any of the rights attached to any warrants issued by the Company to subscribe for shares of the Company shall
remain exercisable, the Company does any act or engages in any transaction which, as a result of any adjustments to the
subscription price in accordance with the provisions of the conditions of the warrants, would reduce the subscription price to
below the par value of a share, then the following provisions shall apply:

(a)
as from the date of such act or transaction the Company shall establish and thereafter (subject as provided in this Article)
maintain in accordance with the provisions of this Article a reserve (the “Subscription Rights Reserve”) the amount of which
shall at no time be less than the sum which for the time being would be required to be capitalised and applied in paying up in
full the nominal or par value amount of the additional shares required to be issued and allotted credited as fully paid pursuant
to sub-paragraph (c) below on the exercise in full of all the subscription rights outstanding and shall apply the Subscription
Rights Reserve in paying up such additional shares in full as and when the same are allotted;
(b)
the Subscription Rights Reserve shall not be used for any purpose other than that specified above unless all other reserves of
the Company (other than share premium account) have been extinguished and will then only be used to make good losses of
the Company if and so far as is required by law;
(c)
upon the exercise of all or any of the subscription rights represented by any warrant, the relevant subscription rights shall be
exercisable in respect of a nominal amount of shares equal to the amount in cash which the holder of such warrant is required
to pay on exercise of the subscription rights represented thereby (or, as the case may be the relevant portion thereof in the
event of a partial exercise of the subscription rights) and, in addition, there shall be allotted in respect of such subscription
rights to the exercising warrant holder, credited as fully paid, such additional nominal amount of shares as is equal to the
difference between:
(i)
the said amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented
thereby (or, as the case may be, the relevant portion thereof in the event of a partial exercise of the subscription rights); and
(ii)
the nominal or par value amount of shares in respect of which such subscription rights would have been exercisable having
regard to the provisions of the conditions of the warrants, had it been possible for such subscription rights to represent the
right to subscribe for shares at less than par and immediately upon such exercise so much of the sum standing to the credit of
the Subscription Rights Reserve as is required to pay up in full such additional nominal amount of shares shall be capitalised
and applied in paying up in full such additional nominal amount of shares which shall forthwith be allotted credited as fully
paid to the exercising warrant holders; and
(d)
if, upon the exercise of the subscription rights represented by any warrant, the amount standing to the credit of the
Subscription Rights Reserve is not sufficient to pay up in full such additional nominal or par value amount of shares equal to
such difference as aforesaid to which the exercising warrant holder is entitled, the Board shall apply any profits or reserves
then or thereafter becoming available (including, to the extent permitted by law, share premium account) for such purpose
until such additional nominal amount of shares is paid up and allotted as aforesaid and until then no dividend or other
distribution shall be paid or made on the fully paid shares of the Company then in issue. Pending such payment and allotment,
the exercising warrant holder shall be issued by the Company with a certificate evidencing his right to the allotment of such
additional nominal amount of shares. The rights represented by any such certificate shall be in registered form and shall be
transferable in whole or in part in units of one share in the like manner as the shares for the time being are transferable, and the
Company shall make such arrangements in relation to the maintenance of a register therefor and other matters in relation
thereto as the Board may think fit and adequate particulars thereof shall be made known to each relevant exercising warrant
holder upon the issue of such certificate.
(2)
Shares allotted pursuant to the provisions of this Article shall rank pari passu in all respects with the other shares allotted on
the relevant exercise of the subscription rights represented by the warrant concerned. Notwithstanding anything contained in
paragraph (1) of this Article, no fraction of any share shall be allotted on exercise of the subscription rights.
(3)
The provision of this Article as to the establishment and maintenance of the Subscription Rights Reserve shall not be altered
or added to in any way which would vary or abrogate, or which would have the effect of varying or abrogating the provisions
for the benefit of any warrantholder or class of warrantholders under this Article without the sanction of a special resolution of
such warrantholders or class of warrantholders.

(4)
A certificate or report by the auditors for the time being of the Company as to whether or not the Subscription Rights Reserve
is required to be established and maintained and if so the amount thereof so required to be established and maintained, as to
the purposes for which the Subscription Rights Reserve has been used, as to the extent to which it has been used to make good
losses of the Company, as to the additional nominal amount of shares required to be allotted to exercising warrant holders
credited as fully paid, and as to any other matter concerning the Subscription Rights Reserve shall (in the absence of manifest
error) be conclusive and binding upon the Company and all warrant holders and shareholders.
ACCOUNTING RECORDS
147.
The Board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters
in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company
and of all other matters required by the Act or necessary to give a true and fair view of the Company’s affairs and to explain
its transactions.
148.
The accounting records shall be kept at the Office or, at such other place or places as the Board decides and shall always be
open to inspection by the Directors. No Member (other than a Director) shall have any right of inspecting any accounting
record or book or document of the Company except as conferred by law or authorised by the Board or the Company in general
meeting.
149.
[DELETED]
150.
[DELETED]
151.
[DELETED]
AUDIT
152.
Subject to applicable law and rules of the Designated Stock Exchange:
(1)
The Board shall appoint an auditor to audit the accounts of the Company and such auditor shall hold office until the Board
appoints another auditor. Such auditor may be a Member but no Director or officer or employee of the Company shall, during
his continuance in office, be eligible to act as an auditor of the Company.
(2)
The Board may remove the Auditor at any time before the expiration of his term of office and may by resolution appoint
another Auditor in his stead.
153.
Subject to the Act the accounts of the Company shall be audited at least once in every year.
154.
The remuneration of the Auditor shall be fixed by the Board.
155.
If the office of auditor becomes vacant by the resignation or death of the Auditor, or by his becoming incapable of acting by
reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy and determine
the remuneration of such Auditor.
156.
The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers
relating thereto; and he may call on the Directors or officers of the Company for any information in their possession relating to
the books or affairs of the Company.

157.
The statement of income and expenditure and the balance sheet provided for by these Articles shall be examined by the
Auditor and compared by him with the books, accounts and vouchers relating thereto; and he shall make a written report
thereon stating whether such statement and balance sheet are drawn up so as to present fairly the financial position of the
Company and the results of its operations for the period under review and, in case information shall have been called for from
Directors or officers of the Company, whether the same has been furnished and has been satisfactory. The financial statements
of the Company shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall
make a written report thereon in accordance with generally accepted auditing standards and the report of the Auditor shall be
submitted to the Members in general meeting. The generally accepted auditing standards referred to herein may be those of a
country or jurisdiction other than the Cayman Islands. If so, the financial statements and the report of the Auditor should
disclose this act and name such country or jurisdiction.
NOTICES
158.
Any Notice or document, whether or not, to be given or issued under these Articles from the Company to a Member shall be
in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and
any such Notice and document may be served or delivered by the Company on or to any Member either personally or by
sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the
Register or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to
any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website
supplied by him to the Company for the giving of Notice to him or which the person transmitting the notice reasonably and
bona fide believes at the relevant time will result in the Notice being duly received by the Member or may also be served by
advertisement in appropriate newspapers in accordance with the requirements of the Designated Stock Exchange or, to the
extent permitted by the applicable laws, by placing it on the Company’s website and giving to the member a notice stating that
the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the
Member by any of the means set out above. 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 and notice so given shall be deemed a sufficient service on or delivery to
all the joint holders.
159.
Any Notice or other document:
(a)
if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered
on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in
proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document
was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the
Company or other person appointed by the Board that the envelope or wrapper containing the notice or other document was so
addressed and put into the post shall be conclusive evidence thereof;
(b)
if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the
Company or its agent. A notice placed on the Company’s website is deemed given by the Company to a Member on the day
following that on which a notice of availability is deemed served on the Member;
(c)
if served or delivered in any other manner contemplated by these Articles, shall be deemed to have been served or delivered at
the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission; and in
proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other
person appointed by the Board as to the act and time of such service, delivery, despatch or transmission shall be conclusive
evidence thereof; and
(d)
may be given to a Member in the English language or such other language as may be approved by the Directors, subject to due
compliance with all applicable Statutes, rules and regulations.

160. (1)
Any Notice or other document delivered or sent by post to or left at the registered address of any Member in pursuance of
these Articles shall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and
whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or
delivered in respect of any share registered in the name of such Member as sole or joint holder unless his name shall, at the
time of the service or delivery of the notice or document, have been removed from the Register as the holder of the share, and
such service or delivery shall for all purposes be deemed a sufficient service or delivery of such Notice or document on all
persons interested (whether jointly with or as claiming through or under him) in the share.
(2)
A notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or
bankruptcy of a Member by sending it through the post in a prepaid letter, envelope or wrapper addressed to him by name, or
by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any,
supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the
notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.
(3)
Any person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by
every notice in respect of such share which prior to his name and address being entered on the Register shall have been duly
given to the person from whom he derives his title to such share.
SIGNATURES
161.
For the purposes of these Articles, a cable or telex or facsimile or electronic transmission message purporting to come from a
holder of shares or, as the case may be, a Director, or, in the case of a corporation which is a holder of shares from a director or
the secretary thereof or a duly appointed attorney or duly authorised representative thereof for it and on its behalf, shall in the
absence of express evidence to the contrary available to the person relying thereon at the relevant time be deemed to be a
document or instrument in writing signed by such holder or Director in the terms in which it is received.
WINDING UP
162. (1)
Subject to Article 162(2), the Board shall have power in the name and on behalf of the Company to present a petition to the
court for the Company to be wound up.
(2)
A resolution that the Company be wound up by the court or be wound up voluntarily shall be a special resolution.
163. (1)
Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the
time being attached to any class or classes of shares (i) if the Company shall be wound up and the assets available for
distribution amongst the Members of the Company shall be more than sufficient to repay the whole of the capital paid up at
the commencement of the winding up, the excess shall be distributed pari passu amongst such Members in proportion to the
amount paid up on the shares held by them respectively and (ii) if the Company shall be wound up and the assets available for
distribution amongst the Members as such shall be insufficient to repay the whole of the paid-up capital such assets shall be
distributed so that, a nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which
ought to have been paid up, at the commencement of the winding up on the shares held by them respectively.

(2)
If the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority
of a special resolution and any other sanction required by the Act, divide among the Members in specie or kind the whole or
any part of the assets of the Company and whether or not the assets shall consist of properties of one kind or shall consist of
properties to be divided as aforesaid of different kinds, and may for such purpose set such value as he deems fair upon any one
or more class or classes of property and may determine how such division shall be carried out as between the Members or
different classes of Members. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts
for the benefit of the Members as the liquidator with the like authority shall think fit, and the liquidation of the Company may
be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in
respect of which there is a liability.
INDEMNITY
164. (1)
The Directors, Secretary and other officers and the liquidator or trustees (if any) for the time being acting in relation to any of
the affairs of the Company and every one of them, and every one of their heirs, executors and administrators, shall be
indemnified and secured harmless out of the assets and profits of the Company from and against all actions, costs, charges,
losses, damages and expenses which they or any of them, their or any of their heirs, executors or administrators, shall or may
incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed
duty, in their respective offices or trusts; and none of them shall be answerable for the acts, receipts, neglects or defaults of the
other or others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom
any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or
deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for
any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation
thereto; PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud or dishonesty which may
attach to any of said persons.
(2)
Each Member agrees to waive any claim or right of action he might have, whether individually or by or in the right of the
Company, against any Director on account of any action taken by such Director, or the failure of such Director to take any
action in the performance of his duties with or for the Company; PROVIDED THAT such waiver shall not extend to any
matter in respect of any fraud or dishonesty which may attach to such Director.
AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION
AND NAME OF COMPANY
165. Subject to the provisions of Article 9(c), no Article shall be rescinded, altered or amended and no new Article shall be made until
the same has been approved by a special resolution of the Members. Subject to the provisions of Article 9(c), a special resolution
shall be required to alter the provisions of the Memorandum of Association or to change the name of the Company.
INFORMATION
166.
No Member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any
matter 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 Directors it will be inexpedient in the interests of the Members of the Company
to communicate to the public.
MERGER AND CONSOLIDATION

167.
The Company shall have the power to merge or consolidate with one or more other constituent companies (as defined in the
Statute) upon such terms as the Directors may determine and (to the extent required by the Statute) with the approval of a
special resolution.
FINANCIAL YEAR
169.
Unless the Directors otherwise prescribe, the financial year of the Company shall end on December 31st in each calendar year
and shall begin on January 1st in each calendar year.

Exhibit 2.2
Amber International Holding Limited – Class A Ordinary Shares
(Incorporated under the laws of the Cayman Islands)
Number
Shares
  Share Capital is US$1,300,000 divided into 1,300,000,000 shares comprising of
i) 1,191,000,000 Class A Ordinary Shares of a nominal or par value of US$0.001 each
ii) 109,000,000 Class B Ordinary Shares of a nominal or par value of US$0.001 each
THIS IS TO CERTIFY THAT                                     [Name of Shareholder]                                                                                       is
the registered holder of                                     [No. of Shares]                                     Class A Ordinary Shares in the above-named
Company subject to the Memorandum and Articles of Association thereof.
EXECUTED for and on behalf of the Company on                                     by:
DIRECTOR

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Exhibit 2.3
Description of Rights of Each Class of Securities Registered under Section 12 of the Securities Exchange Act of 1934
American Depositary Shares (“ADSs”), each representing five ordinary shares of Amber International Holding Limited (our “company”)
are listed on the Nasdaq and the shares are registered under Section 12(b) of the Exchange Act. This exhibit contains a description of the
rights of (i) the holders of ordinary shares and (ii) ADS holders. Shares underlying the ADSs are held by JPMorgan Chase Bank, N.A., as
depositary, and holders of ADSs will not be treated as holders of the ordinary shares.
Description of Ordinary Shares (Items 9.A.3, 9.A.5, 9.A.6, 10.B.3, 10.B.4, 10.B.6, 10.B.7, 10.B.8, 10.B.9 and 10.B.10 of Form 20-F)
General
All of our outstanding ordinary shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued
in registered form. 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 any other form approved by our board of directors.
Transfer of Ordinary Shares
Subject to the restrictions set out below, 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 any other form approved by our board of directors.
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 at the registered office of the company or such other place at which the Register is kept
in accordance with the Act (the “Companies Act of the Cayman Islands”) or the Registration Office, accompanied by the
relevant share certificate(s) 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 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 does not
exceed four; and
●
a fee of such maximum sum as the Nasdaq may determine to be payable or such lesser sum as our board of directors may
from time to time require is paid to us in respect thereof.
If our board of directors refuse to register a transfer they shall, within three 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 of the Nasdaq, be suspended and the register closed
at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of
transfers shall not be suspended nor the register closed for more than 30 days in any year as our board of directors may determine.
Dividend Rights
The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors. Dividends may
be declared and paid only out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits which the
Directors determine is no longer needed. The Board may also declare and pay dividends

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out of share premium account or any other fund or account which can be authorised for this purpose in accordance with the Companies
Act.
Voting Rights
Our share capital is currently divided into Class A ordinary shares and Class B ordinary shares. On a show of hands each
shareholder is entitled to one vote or, on a poll, each Class A ordinary share shall be entitled to one (1) vote on all matters subject to vote
at general meetings of our Company, and each Class B ordinary share shall be entitled to thirty (30) votes on all matters subject to vote at
general meetings of our Company. Unless otherwise required under the laws of the Cayman Islands, Class A ordinary shares and Class B
ordinary shares shall vote together as a single class.
Voting at any meeting of shareholders is by way of a poll, save that the chairman of the meeting may in good faith, allow a
resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every member
present in person (or being a corporation, is present by a duly authorised representative), or by proxy(ies) shall have one vote provided
that where more than one proxy is appointed by a member which is a clearing house (or its nominee(s)), each such proxy shall have one
vote on a show of hands. Procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any
supplementary circular that may be issued by us to our member; and (ii) relate to the chairman’s duties to maintain the orderly conduct of
the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all members reasonable
opportunity to express their views.
A quorum required for a meeting of shareholders consists of two shareholders (or in the case of a shareholder being a
corporation, its duly authorised representative). A majority of the board or the chairman of the board may call extraordinary general
meetings, which extraordinary general meetings shall be held at such times and locations (as permitted hereby) as such person or persons
shall determine. Advance notice of at least ten clear days is required for the convening of our annual general shareholders’ meeting and
any other general shareholders’ meeting.
An ordinary resolution to be passed by the shareholders requires 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 at a general meeting of the Company and in computing a
majority where a poll is taken, regard shall be had to the number of votes to which each shareholder is entitled, while a special resolution
requires a majority of not less than two-thirds of the votes of such shareholders as, being entitled to do so, vote in person or, where
proxies are allowed, by proxy 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, and in computing a majority where a poll is taken, regard shall be had to the number of votes to
which each shareholder is entitled. Both ordinary resolutions and special resolutions may also be passed by unanimous written
resolutions signed by all the shareholders of our company and the effective date of the special resolution so adopted shall be the date on
which the instrument or the last of such instruments, as permitted by the Companies Act and our tenth amended and restated
memorandum and articles of association. An ordinary resolution will be required for important matters including appointment or removal
of the chairman of the board of directors, or removal of any directors (other than “for cause”), etc. A special resolution will be required
for fundamental matters including a change of control event, and statutory matters such as merger, a change of name, making changes to
our memorandum and articles of association or other matter as required under the laws of the Cayman Islands.
Liquidation
Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time
being attached to any class or classes of shares (i) if we shall be wound up and the assets available for distribution amongst our
shareholders shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess
shall be distributed pari passu amongst such shareholders in proportion to the amount paid up on the shares held by them respectively
and (ii) if we shall be wound up and the assets available for distribution amongst the shareholders as such shall be insufficient to repay
the whole of the paid-up capital such assets shall be distributed so that, a nearly as may be, the losses shall be borne by the shareholders
in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by
them respectively.
Redemption, Repurchase and Surrender of Ordinary Shares
The board of directors may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in our
tenth amended and restated memorandum and articles of association to forfeiture will include surrender. Under the Companies Act, the
redemption or repurchase of any share may be paid out of our company’s profits or out of the proceeds of a fresh issue of shares made for
the purpose of such redemption or repurchase, or out of capital (including

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share premium account and capital redemption reserve) if we can, immediately following such payment, pay our 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, (b) if such redemption or repurchase would result in there being no shares issued and outstanding, or (c) if we have
commenced liquidation. In addition, our company may accept the surrender of any fully paid share for no consideration.
Calls on Ordinary Shares and Forfeiture of Ordinary Shares
Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their shares, and each
shareholder shall (subject to being given at least 14 clear days’ notice specifying the time and place of payment) pay us as required by
such notice the amount called on his shares. A call may be extended, postponed or revoked in whole or in part as our board of directors
determines but no member shall be entitled to any such extension, postponement or revocation except as a matter of grace and favour. A
call shall be deemed to have been made at the time when the resolution of our board of directors authorising the call was passed and may
be made payable either in one lump sum or by instalments.
Variations of Rights of Shares
All or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise provided by
the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up) be varied, modified or
abrogated with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every
such separate general meeting, all the provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis,
apply, but so that:
●
the necessary quorum (whether at a separate general meeting or at its adjourned meeting) shall be two shareholders (or in
the case of a shareholder being a corporation, its duly authorised representative);
●
every holder of shares of the class shall be entitled on a poll to one vote for every share of such class held by him; and
●
any holder of shares of the class present in person or by proxy or authorised representative may demand a poll.
The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in
the rights attaching to or the terms of issue of such shares, be deemed to be varied, modified or abrogated by the creation or issue of
further shares ranking pari passu therewith.
Differences in Corporate Law
The Companies Act is modelled after that of England and Wales but does not follow recent statutory enactments in England. 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.
Mergers and Similar Arrangements
A merger of two or more constituent companies under Cayman Islands law requires a plan of merger or consolidation to be
approved by the directors of each constituent company and authorization by a special resolution of the members of each constituent
company.
A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a
resolution of shareholders. 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.

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In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the
arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made,
and who must, in addition, represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are
present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and
subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the
right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement
if it determines that:
●
the statutory provisions as to the required majority vote have been met;
●
the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide
without coercion of the minority to promote interests adverse to those of the class;
●
the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of
his interest; and
●
the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act.
When a takeover offer is made and accepted by holders of 90% of the shares 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 on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the
case of an offer which has been so approved 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, there
are exceptions to the foregoing principle, including when:
●
a company acts or proposes to act illegally or ultra vires;
●
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 our 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 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. Our fourth amended and restated
memorandum and articles of association permit indemnification of officers and directors for actions, proceedings, costs, charges,
expenses, losses, damages or liabilities incurred in their capacities as such unless such losses or damages arise from dishonesty, willful
default or fraud which may attach to such directors or officers. This standard of conduct is generally the same as permitted under the
Delaware General Corporation Law for a Delaware corporation. In addition, we have 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 them in connection with claims made by reason of their being a director or officer of our
company.
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.

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Anti-Takeover Provisions in the Memorandum and Articles of Association
Some provisions of our tenth amended and restated memorandum and articles of association may discourage, delay or prevent a
change in control of our company or management that shareholders may consider favorable, including provisions that authorize our
board of directors to create and designate out of our unissued shares one or more classes or series of preferred shares, comprising such
number of preferred shares, and having such designations, powers, preferences, privileges and other rights, including dividend rights,
voting rights, conversion rights, terms of redemption and liquidation preferences as our board of directors may determine.
However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our tenth
amended and restated memorandum and articles of association, as amended and restated from time to time, for what they believe in good
faith to be in the best interests of our company.
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 our
company and therefore it is considered that he owes the following duties to our company—a duty to act bona fide in the best interests of
our company, a duty not to make a profit based on his or her position as director (unless we permit him to do so) and a duty not to put
himself in a position where the interests of our 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 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.
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 tenth amended and restated articles of association provide that an ordinary
resolution to be passed by the shareholders requires the affirmative vote of a simple majority of votes attached to the ordinary shares cast
in a general meeting, while a special resolution requires the affirmative vote of no less than two-thirds of votes cast attached to the
ordinary shares. Both ordinary resolutions and special resolutions may also be passed by unanimous written resolutions signed by all the
shareholders of our company.
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. As an exempted Cayman Islands company, we are not obliged
by law to call shareholders’ annual general meetings. Our tenth amended and restated memorandum and articles of association provide
that we shall 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. The annual general meeting shall be held at such time and place as may be determined by the board of directors.

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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.
Our tenth amended and restated articles of association provide that any director may at any time by notice delivered to the office
or head office or at a meeting of the directors appoint any person (including another director) to be his alternate director. Any person so
appointed shall have all the rights and powers of the director or directors for whom such person is appointed in the alternative provided
that such person shall not be counted more than once in determining whether or not a quorum is present. An alternate director may be
removed at any time by the body which appointed him and, subject thereto, the office of alternate director shall continue until the
happening of any event which, if he were a director, would cause him to vacate such office or if his appointer ceases for any reason to be
a director. Any appointment or removal of an alternate director shall be effected by notice signed by the appointor and delivered to the
office or head office or tendered at a meeting of the board of directors. An alternate director may also be a director in his own right and
may act as alternate to more than one director. An alternate director shall, if his appointor so requests, be entitled to receive notices of
meetings of the board of directors or of committees of the board of directors to the same extent as, but in lieu of, the director appointing
him and shall be entitled to such extent to attend and vote as a director at any such meeting at which the director appointing him is not
personally present and generally at such meeting to exercise and discharge all the functions, powers and duties of his appointor as a
director and for the purposes of the proceedings at such meeting the provisions of our tenth amended and restated articles of association
shall apply as if he were a director save that as an alternate for more than one director his voting rights shall be cumulative.
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 tenth amended and restated articles of association, directors may be removed by an ordinary resolution of shareholders.
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, it does provide that such transactions must be entered into bona fide in the best interests of our company and
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 we are unable to pay our debts as they fall due, by an ordinary resolution of its members. The
court has authority to order winding up in a

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number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.
Under the Companies Act and our tenth amended and restated articles of association, our company may be dissolved, liquidated
or wound up if the Board present a petition to the court or if a special resolution was passed.
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 Cayman Islands law
and our tenth amended and restated articles of association, this rights attached to any class or series of shares (unless otherwise provided
by the terms of issue of the shares of that class or series) may be varied with the consent in writing of all the holders of the issued shares
of that class or series or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class or
series. The rights conferred upon the holders of the shares of any class issued shall not, unless otherwise expressly provided by the terms
of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu with such existing
class of shares.
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 tenth amended and restated memorandum and articles of association may only be amended by a special resolution of
shareholders.
Rights of Non-Resident or Foreign Shareholders
There are no limitations imposed by our tenth amended and restated 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 fourth
amended and restated memorandum and articles of association that requires us to disclose shareholder ownership above any particular
ownership threshold.
Directors’ Power to Issue Additional Shares
Our tenth amended and restated memorandum and articles of association authorizes 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.
Our tenth amended and restated memorandum and articles of association also empowers our board of directors to by resolution or
resolutions from time to time the issuance of one or more classes or series of preferred shares and to fix the designations, powers,
preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any,
including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption
privileges, voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any
such class or series (but not below the number of shares of any class or series of preferred shares then outstanding) to the extent
permitted by Act.
Our board of directors may issue preferred shares without action by our shareholders to the extent authorized but unissued.
Issuance of these shares may dilute the voting power of holders of ordinary shares.
Changes in Capital
We may from time to time by ordinary resolution:
●
increase the share capital by such sum, to be divided into shares of such amounts, as the resolution shall prescribe;
●
consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;
●
without prejudice to the powers of the board of directors, divide our shares into several classes and without prejudice to any
special rights previously conferred on the holders of existing shares attached in our tenth

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amended and restated memorandum and articles of association any preferential, deferred, qualified or special rights,
privileges, conditions or such restrictions which in the absence of any such determination by us in general meeting, as the
directors may determine provided always that, for the avoidance of doubt, subject to the tenth amended and restated
memorandum and articles of association, where a class of shares has been authorised by us, no resolution of us 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 attached in our tenth amended and restated memorandum and articles of
association, and further provided that where we issues shares which do not carry voting rights, the words “non-voting” shall
appear in the designation of such shares;
●
subdivide our shares, or any of them, into shares of smaller amounts than is fixed by the tenth amended and restated
memorandum and articles of association, and may determine that, as between the holders of the shares resulting from such
sub-division, one or more of the shares may have any such preferred, deferred or other rights or to be subject to any such
restrictions as compared with the other or others as we have power to attach to unissued or new shares; or
●
cancel any shares which, 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 our share capital by the amount of the shares so cancelled, or, in the case of shares,
without par value, diminish the number of shares into which its capital is divided.
We may by special resolution, subject to any confirmation or consent required by the Companies Act, reduce our share capital
or any capital redemption reserve in any manner permitted by law.
Description of Debt Securities, Warrants and Rights and Other Securities (Items 9.A.7, 12.A, 12.B and 12.C of Form 20-F)
Not applicable.
Description of American Depositary Shares (Items 12.D.1 and 12.D.2 of Form 20-F)
JPMorgan Chase Bank, N.A. (“JPMorgan”), as depositary, registers and delivers ADSs. Each ADS will represent an ownership
interest in a designated number of shares which we will deposit with the custodian, as agent of the depositary, under the deposit
agreement among ourselves, the depositary, yourself as an American deposit receipt (“ADR”) holder and all other ADR holders, and all
beneficial owners of an interest in the ADSs evidenced by ADRs from time to time.
The depositary’s office is located at 383 Madison Avenue, Floor 11, New York, NY 10179.
The ADS to share ratio is subject to amendment as provided in the form of ADR (which may give rise to fees contemplated by
the form of ADR). In the future, each ADS will also represent any securities, cash or other property deposited with the depositary but
which they have not distributed directly to you.
A beneficial owner is any person or entity having a beneficial ownership interest ADSs. A beneficial owner need not be the
holder of the ADR evidencing such ADS. If a beneficial owner of ADSs is not an ADR holder, it must rely on the holder of the ADR(s)
evidencing such ADSs in order to assert any rights or receive any benefits under the deposit agreement. A beneficial owner shall only be
able to exercise any right or receive any benefit under the deposit agreement solely through the holder of the ADR(s) evidencing the
ADSs owned by such beneficial owner. The arrangements between a beneficial owner of ADSs and the holder of the corresponding
ADRs may affect the beneficial owner’s ability to exercise any rights it may have.
An ADR holder shall be deemed to have all requisite authority to act on behalf of any and all beneficial owners of the ADSs
evidenced by the ADRs registered in such ADR holder’s name for all purposes under the deposit agreement and ADRs. The depositary’s
only notification obligations under the deposit agreement and the ADRs is to registered ADR holders. Notice to an ADR holder shall be
deemed, for all purposes of the deposit agreement and the ADRs, to constitute notice to any and all beneficial owners of the ADSs
evidenced by such ADR holder’s ADRs.
Unless certificated ADRs are specifically requested, all ADSs will be issued on the books of our depositary in book-entry form
and periodic statements will be mailed to you which reflect your ownership interest in such ADSs. In our description, references to
American depositary receipts or ADRs shall include the statements you will receive which reflect your ownership of ADSs.
You may hold ADSs either directly or indirectly through your broker or other financial institution. If you hold

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ADSs directly, by having an ADS registered in your name on the books of the depositary, you are an ADR holder. This description
assumes you hold your ADSs directly. If you hold the ADSs through your broker or financial institution nominee, you must rely on the
procedures of such broker or financial institution to assert the rights of an ADR holder described in this section. You should consult with
your broker or financial institution to find out what those procedures are.
As an ADR holder or beneficial owner, we will not treat you as a shareholder of ours and you will not have any shareholder
rights. Cayman Island law governs shareholder rights. Because the depositary or its nominee will be the shareholder of record for the
shares represented by all outstanding ADSs, shareholder rights rest with such record holder. Your rights are those of an ADR holder or of
a beneficial owner. Such rights derive from the terms of the deposit agreement to be entered into among us, the depositary and all holders
and beneficial owners from time to time of ADRs issued under the deposit agreement and, in the case of a beneficial owner, from the
arrangements between the beneficial owner and the holder of the corresponding ADRs. The obligations of the depositary and its agents
are also set out in the deposit agreement. Because the depositary or its nominee will actually be the registered owner of the shares, you
must rely on it to exercise the rights of a shareholder on your behalf.
The following is a summary of what we believe to be the material terms of the deposit agreement. Notwithstanding this, because
it is a summary, it may not contain all the information that you may otherwise deem important. For more complete information, you
should read the entire deposit agreement and the form of ADR which contains the terms of your ADSs. You can read a copy of the
deposit agreement incorporated in this annual report by reference to Exhibit A to the registration statement on Form F-6 (File No. 333-
221860). You may also obtain a copy of the deposit agreement at the SEC’s Public Reference Room which is located at 100 F Street, NE,
Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-732-
0330. You may also find the registration statement and the attached deposit agreement on the SEC’s website at http://www.sec.gov.
Share Dividends and Other Distributions
How will I receive dividends and other distributions on the shares underlying my ADSs?
We may make various types of distributions with respect to our securities. The depositary has agreed that, to the extent
practicable, it will pay to you the cash dividends or other distributions it or the custodian receives on shares or other deposited securities,
after converting any cash received into U.S. dollars (if it determines such conversion may be made on a reasonable basis) and, in all
cases, making any necessary deductions provided for in the deposit agreement. The depositary may utilize a division, branch or affiliate
of JPMorgan to direct, manage and/or execute any public and/or private sale of securities under the deposit agreement. Such division,
branch and/or affiliate may charge the depositary a fee in connection with such sales, which fee is considered an expense of the
depositary. You will receive these distributions in proportion to the number of underlying securities that your ADSs represent.
Except as stated below, the depositary will deliver such distributions to ADR holders in proportion to their interests in the
following manner:
●
Cash. The depositary will distribute any U.S. dollars available to it resulting from a cash dividend or other cash distribution
or the net proceeds of sales of any other distribution or portion thereof (to the extent applicable), on an averaged or other
practicable basis, subject to (i) appropriate adjustments for taxes withheld, (ii) such distribution being impermissible or
impracticable with respect to certain ADR holders, and (iii) deduction of the depositary’s and/or its agents’ fees and
expenses in (1) converting any foreign currency to U.S. dollars by sale or in such other manner as the depositary may
determine to the extent that it determines that such conversion may be made on a reasonable basis, (2) transferring foreign
currency or U.S. dollars to the United States by such means as the depositary may determine to the extent that it determines
that such transfer may be made on a reasonable basis, (3) obtaining any approval or license of any governmental authority
required for such conversion or transfer, which is obtainable at a reasonable cost and within a reasonable time and (4)
making any sale by public or private means in any commercially reasonable manner. To the extent the depositary does not
reasonably believe it will be permitted by applicable law, rule or regulation to convert foreign currency into U.S. dollars
and distribute such U.S. dollars to some or all ADR holders, the depositary may in its discretion distribute the foreign
currency received by the depositary to, or hold such foreign currency uninvested and without liability for interest thereon
for the respective accounts of, the ADR holders entitled to receive the same. To the extent the depositary holds such foreign
currency, any and all costs and expenses related to, or arising from, the holding of such foreign currency shall be paid from
such foreign currency thereby reducing the amount so held hereunder.
●
Shares. In the case of a dividend or free distribution in shares, the depositary will issue additional ADRs

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representing whole ADSs for the shares available to the depositary. This includes U.S. dollars resulting from the net
proceeds of sales of shares received in a Share Distribution, which could otherwise give rise to fractional ADSs if
additional ADRs were issued.
●
Rights to receive additional shares. In the case of a distribution of rights to subscribe for additional shares or other rights, if
we timely provide evidence satisfactory to the depositary that it may lawfully distribute such rights, the depositary will
distribute warrants or other instruments representing such rights, at its discretion. However, if we do not timely furnish such
evidence, the depositary may:
(i)
Sell such rights if practicable and distribute the net proceeds in the same manner as cash to the ADR holders
entitled thereto; or
(ii) If it is not practicable to sell such rights due to reasons such as non-transferability, limited markets, their short
duration, or other factors, the depositary may choose to do nothing, allowing the rights to lapse. In this case, ADR
holders will receive nothing, and the rights may expire.”
●
Other Distributions. In the case of a distribution of securities or property other than those described above, the depositary
may either:
(i)
Distribute such securities or property in any manner it deems equitable and practicable; or
(ii) If the depositary deems distribution of such securities or property not to be equitable or practicable, sell such
securities or property and distribute the net proceeds in the same manner as cash.
If the depositary determines in its discretion that any distribution described above is not practicable with respect to any specific
registered ADR holder, the depositary may choose any method of distribution that it deems practicable for such ADR holder, including
the distribution of foreign currency, securities or property, or it may retain such items, without paying interest on or investing them, on
behalf of the ADR holder as deposited securities, in which case the ADSs will also represent the retained items.
Any U.S. dollars will be distributed by checks drawn on a bank in the United States for whole dollars and cents. Fractional cents
will be withheld without liability and dealt with by the depositary in accordance with its then current practices.
The depositary is not responsible if it fails to determine that any distribution or action is lawful or reasonably practicable.
There can be no assurance that the depositary will be able to convert any currency at a specified exchange rate or sell any
property, rights, shares or other securities at a specified price, nor that any of such transactions can be completed within a specified time
period. All purchases and sales of securities will be handled by the depositary in accordance with its then current policies, which are
currently 
set 
forth 
in 
the 
“Depositary 
Receipt 
Sale 
and 
Purchase 
of 
Security” 
section 
of
https://www.adr.com/Investors/FindOutAboutDRs, the location and contents of which the depositary shall be solely responsible for.
Deposit, Withdrawal and Cancellation
How does the depositary issue ADSs?
The depositary will issue ADSs if you or your broker deposit shares or evidence of rights to receive shares with the custodian
and pay the fees and expenses owing to the depositary in connection with such issuance.
Shares deposited in the future with the custodian must be accompanied by certain delivery documentation and shall, at the time
of such deposit, be registered in the name of JPMorgan Chase Bank, N.A., as depositary for the benefit of holders of ADRs or in such
other name as the depositary shall direct.
The custodian will hold all deposited shares (including those being deposited by or on our behalf in connection with our initial
public offering) for the account and to the order of the depositary, in each case for the benefit of ADR holders. ADR holders and
beneficial owners thus have no direct ownership interest in the shares and only have such rights as are contained in the deposit
agreement. The custodian will also hold any additional securities, property and cash received on or in substitution for the deposited
shares. The deposited shares and any such additional items are referred to as “deposited securities”.

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Upon each deposit of shares, receipt of related delivery documentation and compliance with the other provisions of the deposit
agreement, including the payment of the fees and charges of the depositary and any taxes or other fees or charges owing, the depositary
will issue an ADR or ADRs in the name or upon the order of the person entitled thereto evidencing the number of ADSs to which such
person is entitled. All of the ADSs issued will, unless specifically requested to the contrary, be part of the depositary’s direct registration
system, and a registered holder will receive periodic statements from the depositary which will show the number of ADSs registered in
such holder’s name. An ADR holder can request that the ADSs not be held through the depositary’s direct registration system and that a
certificated ADR be issued.
How do ADR holders cancel an ADS and obtain deposited securities?
When you turn in your ADR certificate at the depositary’s office, or when you provide proper instructions and documentation in
the case of direct registration ADSs, the depositary will, upon payment of certain applicable fees, charges and taxes, deliver the
underlying shares to you or upon your written order. Delivery of deposited securities in certificated form will be made at the custodian’s
office. At your risk, expense and request, the depositary may deliver deposited securities at such other place as you may request.
The depositary may only restrict the withdrawal of deposited securities in connection with:
●
temporary delays caused by closing our transfer books or those of the depositary or the deposit of shares in connection with
voting at a shareholders’ meeting, or the payment of dividends;
●
the payment of fees, taxes and similar charges; or
●
compliance with any U.S. or foreign laws or governmental regulations relating to the ADRs or to the withdrawal of
deposited securities.
This right of withdrawal may not be limited by any other provision of the deposit agreement.
Record Dates
The depositary may, after consultation with us if practicable, fix record date (which, to the extent applicable, shall be as near as
practicable to any corresponding record date set by us) for the determination of the registered ADR holders who shall be responsible for
the fee assessed by the depositary for administration of the ADR program and for any expenses as well as for the determination of the
registered ADR holders who shall be entitled to receive any distribution on or in respect of deposited securities, to give instructions for
the exercise of any voting rights, to receive any notice or to act in respect of other matters and only such registered ADR holders shall be
so entitled or obligated.
Voting Rights
How do I vote?
If you are an ADR holder and the depositary asks you to provide it with voting instructions, you may instruct the depositary
how to exercise the voting rights for the shares which underlie your ADSs. As soon as practicable after receipt of notice of any meeting
at which the holders of shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other deposited
securities, the depositary shall fix the ADS record date in respect of such meeting or solicitation of consent or proxy. The depositary
shall, if requested by us in writing in a timely manner (the depositary having no obligation to take any further action if the request shall
not have been received by the depositary at least 30 days prior to the date of such vote or meeting) and at our expense and provided no
legal prohibitions exist, distribute to ADR holders a notice stating (i) such information as is contained in such notice and any solicitation
materials, (ii) that each ADR holder on the record date set by the depositary therefor will, subject to any applicable provisions of Cayman
Islands law, be entitled to instruct the depositary as to the exercise of the voting rights, if any, pertaining to the deposited securities
represented by the ADSs evidenced by such holder’s ADRs and (iii) the manner in which such instructions may be given, including
instructions to give a discretionary proxy to a person designated by us. There is no guarantee that ADR holders generally or any ADR
holders in particular will receive the notice described above with sufficient time to enable such ADR holders to return any voting
instructions to the depositary in a timely manner.
Voting instructions may only be given in respect of a number of ADSs representing an integral number of Shares. Upon actual
receipt by the ADR department of the depositary of instructions of a ADR holder on such record date in the manner and on or before the
time established by the depositary for such purpose, the depositary shall endeavor insofar as practicable and permitted under the
provisions of or governing deposited securities to vote or cause to be voted the

12/19
deposited securities represented by the ADSs evidenced by such holder’s ADRs in accordance with such instructions. The depositary will
not itself exercise any voting discretion in respect of any deposited securities. Notwithstanding anything contained in the deposit
agreement or any ADR, the depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock
exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the depositary in connection with any meeting
of, or solicitation of consents or proxies from, holders of deposited securities, distribute to the ADR holders a notice that provides ADR
holders with, or otherwise publicizes to ADR holders, instructions on how to retrieve such materials or receive such materials upon
request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). ADR
holders are strongly encouraged to forward their voting instructions as soon as possible. Voting instructions will not be deemed received
until such time as the ADR department responsible for proxies and voting has received such instructions notwithstanding that such
instructions may have been physically received by JPMorgan Chase Bank, N.A., as depositary, prior to such time.
To the extent the depositary has been provided with at least 40 days’ notice of the proposed meeting, if such instructions are not
so timely received by the depositary from any ADR holder, such ADR holder shall be deemed, and the depositary is instructed to deem
such ADR holder, to have instructed the depositary to give a discretionary proxy to a person designated by us to vote the deposited
securities represented by the American Depositary Shares evidenced by such ADR holders’ receipts as to which such instructions are so
given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given (a) if we inform the depositary
in writing (and we agree to provide the depositary with such information promptly in writing) that (i) it does not wish such proxy to be
given, (ii) substantial opposition exists with respect to any agenda item for which the proxy would be given or (iii) the agenda item in
question, if approved, would materially or adversely affect the rights of holders of shares and (b) unless, with respect to such meeting, the
depositary has been provided with an opinion of counsel to us, in form and substance satisfactory to the depositary, to the effect that (a)
the granting of such discretionary proxy does not subject the depositary to any reporting obligations in the Cayman Islands, (b) the
granting of such proxy will not result in a violation of Cayman Islands law, rule, regulation or permit and (c) the voting arrangement and
deemed instruction as contemplated herein will be given effect under Cayman Islands law. There is no guarantee that ADR holders
generally or any ADR holder in particular will receive the notice described above with sufficient time to enable such ADR holder to
return any voting instructions to the depositary in a timely manner.
We have advised the depositary that under Cayman Islands law and our Memorandum and Articles of Association, each as in
effect as of the date of the deposit agreement, voting at any general meeting of shareholders is by a poll save that the chairman of the
meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of
hands in accordance with relevant provisions in our Memorandum and Articles of Association. In the event that voting on any resolution
or matter is conducted on a show of hands basis in accordance with the Memorandum and Articles of Association, the depositary will
refrain from voting and the voting instructions received by the depositary from ADR holders shall lapse. The depositary will not demand
a poll or join in demanding a poll, whether or not requested to do so by holders of ADSs.
Reports and Other Communications
Will ADR holders be able to view our reports?
The depositary will make available for inspection by ADR holders at the offices of the depositary and the custodian at the
transfer office, on the website of the United States Securities and Exchange Commission, or upon request from the depositary the deposit
agreement, the provisions of or governing deposited securities, and any written communications from us which are both received by the
custodian or its nominee as a holder of deposited securities and made generally available to the holders of deposited securities.
Additionally, if we make any written communications generally available to holders of our shares, and we furnish copies thereof
(or English translations or summaries) to the depositary, it will distribute the same to registered ADR holders.
Reclassifications, Recapitalizations and Mergers
If we take certain actions that affect the deposited securities, including (i) any change in par value, split-up, consolidation,
cancellation or other reclassification of deposited securities or (ii) any distributions of shares or other property not made to holders of
ADRs or (iii) any recapitalization, reorganization, merger, consolidation, liquidation, receivership, bankruptcy or sale of all or
substantially all of our assets, then the depositary may choose to, and shall if reasonably requested by us:
●
amend the form of ADR;

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●
distribute additional or amended ADRs;
●
distribute cash, securities or other property it has received in connection with such actions;
●
sell any securities or property received and distribute the proceeds as cash; or
●
none of the above.
If the depositary does not choose any of the above options, any of the cash, securities or other property it receives will constitute
part of the deposited securities and each ADS will then represent a proportionate interest in such property.
Amendment and Termination
How may the deposit agreement be amended?
We may agree with the depositary to amend the deposit agreement and the ADSs without your consent for any reason. ADR
holders must be given at least 30 days’ notice of any amendment that imposes or increases any fees or charges (other than stock transfer
or other taxes and other governmental charges, transfer or registration fees, SWIFT, cable, telex or facsimile transmission costs, delivery
costs or other such expenses), or otherwise prejudices any substantial existing right of ADR holders or beneficial owners. Such notice
need not describe in detail the specific amendments effectuated thereby, but must identify to ADR holders and beneficial owners a means
to access the text of such amendment. If an ADR holder continues to hold an ADR or ADRs after being so notified, such ADR holder
and any beneficial owner are deemed to agree to such amendment and to be bound by the deposit agreement as so amended. No
amendment, however, will impair your right to surrender your ADSs and receive the underlying securities, except in order to comply
with mandatory provisions of applicable law.
Any amendments or supplements which (i) are reasonably necessary (as agreed by us and the depositary) in order for (a) the
ADSs to be registered on Form F-6 under the Securities Act of 1933 or (b) the ADSs or Shares to be traded solely in electronic book-
entry form and (ii) do not in either such case impose or increase any fees or charges to be borne by ADR holders, shall be deemed not to
prejudice any substantial rights of ADR holders. Notwithstanding the foregoing, if any governmental body or regulatory body should
adopt new laws, rules or regulations which would require amendment or supplement of the deposit agreement or the form of ADR to
ensure compliance therewith, we and the depositary may amend or supplement the deposit agreement and the ADR at any time in
accordance with such changed laws, rules or regulations. Such amendment or supplement to the deposit agreement in such circumstances
may become effective before a notice of such amendment or supplement is given to ADR holders or within any other period of time as
required for compliance. Notice of any amendment to the deposit agreement or form of ADRs shall not need to describe in detail the
specific amendments effectuated thereby, and failure to describe the specific amendments in any such notice shall not render such notice
invalid, provided, however, that, in each such case, the notice given to the holders identifies a means for ADR holders to retrieve or
receive the text of such amendment (i.e., upon retrieval from the Commission’s, the depositary’s or our website or upon request from the
depositary).
How may the deposit agreement be terminated?
The depositary may, and shall at our written direction, terminate the deposit agreement and this ADR by mailing notice of such
termination to the ADR holders at least 30 days prior to the date fixed in such notice for such termination; provided, however, if the
depositary shall have (i) resigned as depositary hereunder, notice of such termination by the depositary shall not be provided to holders
unless a successor depositary shall not be operating hereunder within 60 days of the date of such resignation, or (ii) been removed as
depositary hereunder, notice of such termination by the depositary shall not be provided to ADR holders unless a successor depositary
shall not be operating hereunder on the 60th day after our notice of removal was first provided to the depositary. Notwithstanding
anything to the contrary herein, the depositary may terminate the deposit agreement (a) without notice to us, but subject to giving 30
days’ notice to the ADR holders, under the following circumstances: (x) in the event of our bankruptcy or insolvency, (y) if we effect (or
will effect) a redemption of all or substantially all of the deposited securities, or a cash or share distribution representing a return of all or
substantially all of the value of the deposited securities, or (z) there occurs a merger, consolidation, sale of all or substantially all assets or
other transaction as a result of which securities or other property are delivered in exchange for or in lieu of deposited securities, and (b)
immediately without prior notice to us, any ADR holder or beneficial owner or any other person if required by any law, rule or regulation
or any governmental authority or body, or the depositary would be subject to liability under or pursuant to any law, rule or regulation, or
by any governmental authority or body, in each case as determined by the depositary in its reasonable discretion.

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If the shares are not listed or quoted for trading on a stock exchange or in a securities market as of the date so fixed for
termination, then after such date fixed for termination (a) all Direct Registration ADRs shall cease to be eligible for the Direct
Registration System and shall be considered ADRs issued on the ADR Register and (b) the depositary shall use its reasonable efforts to
ensure that the ADSs cease to be DTC eligible so that neither DTC nor any of its nominees shall thereafter be an ADR holder. At such
time as the ADSs cease to be DTC eligible and/or neither DTC nor any of its nominees is an ADR holder, the depositary shall (A)
instruct its custodian to deliver all deposited securities to us along with a general stock power that refers to the names set forth on the
ADR Register and (B) provide us with a copy of the ADR Register (which copy may be sent by email or by any means permitted under
the notice provisions of the deposit agreement). Upon receipt of such deposited securities and the ADR Register, we shall use our best
effort to issue to each ADR holder a Share certificate representing the shares represented by the ADSs reflected on the ADR Register in
such ADR holder’s name and to deliver such Share certificate to the ADR holder at the address set forth on the ADR Register. After
providing such instruction to the custodian and delivering a copy of the ADR Register to us, the depositary and its agents will perform no
further acts under the deposit agreement and this ADR and shall cease to have any obligations under the deposit agreement and/or the
ADRs. After we receive the copy of the ADR Register and the deposited securities, we shall be discharged from all obligations under the
deposit agreement except (x) to distribute the Shares to the ADR holders entitled thereto and (y) for our obligations to the depositary and
its agents.
If the shares are listed or quoted for trading on a stock exchange or in a securities market as of the date so fixed for termination,
then instead of the provisions in the prior paragraph, after the date so fixed for termination, the depositary and its agents will perform no
further acts under the deposit agreement and this ADR, except to receive and hold (or sell) distributions on deposited securities and
deliver Deposited securities being withdrawn. As soon as practicable after the date so fixed for termination, the depositary shall use its
reasonable efforts to sell the deposited securities and shall thereafter (as long as it may lawfully do so) hold in an account (which may be
a segregated or unsegregated account) the net proceeds of such sales, together with any other cash then held by it under the deposit
agreement, without liability for interest, in trust for the pro rata benefit of the holders of ADRs not theretofore surrendered. After making
such sale, the depositary shall be discharged from all obligations in respect of the deposit agreement and this ADR, except to account for
such net proceeds and other cash. After the date so fixed for termination, we shall be discharged from all obligations under the deposit
agreement except for its obligations to the depositary and its agents.
Notwithstanding anything to the contrary, in connection with any such termination, the depositary may, in its sole discretion and
without notice to us, establish an unsponsored American depositary share program (on such terms as the depositary may determine) for
our shares and make available to ADR holders a means to withdraw the shares represented by the ADSs issued under the deposit
agreement and to direct the deposit of such shares into such unsponsored American depositary share program, subject, in each case, to
receipt by the depositary, at its discretion, of the fees, charges and expenses provided for under the deposit agreement and the fees,
charges and expenses applicable to the unsponsored American depositary share program.
Limitations on Obligations and Liability to ADR holders
Limits on our obligations and the obligations of the depositary; limits on liability to ADR holders and holders of ADSs
Prior to the issue, registration, registration of transfer, split-up, combination, or cancellation of any ADRs, or the delivery of any
distribution in respect thereof, the withdrawal of any deposited securities, and from time to time in the case of the production of proofs as
described below, we or the depositary or its custodian may require:
●
payment with respect thereto of (i) any stock transfer or other tax or other governmental charge, (ii) any stock transfer or
registration fees in effect for the registration of transfers of shares or other deposited securities upon any applicable register
and (iii) any applicable fees and expenses described in the deposit agreement;
●
the production of proof satisfactory to it of (i) the identity of any signatory and genuineness of any signature and (ii) such
other information, including without limitation, information as to citizenship, residence, exchange control approval,
beneficial or other ownership of, or interest in, any securities, compliance with applicable law, regulations, provisions of or
governing deposited securities and terms of the deposit agreement and this ADR, as it may deem necessary or proper; and
●
compliance with such regulations as the depositary may establish consistent with the deposit agreement.
The issuance of ADRs, the acceptance of deposits of shares, the registration, registration of transfer, split-up or combination of
ADRs or the withdrawal of shares, may be suspended, generally or in particular instances, when the ADR register or any register for
deposited securities is closed or when any such action is deemed advisable by the depositary.

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The deposit agreement expressly limits the obligations and liability of the depositary, ourselves and our respective agents,
provided, however, that no disclaimer of liability under the Securities Act of 1933 is intended by any of the limitations of liabilities
provisions of the deposit agreement. The deposit agreement provides that each of us, the depositary and our respective agents will:
●
incur or assume no liability (including, without limitation, to holders or beneficial owners of, or any other holders of an
interest in, any ASAs) if any present or future law, rule, regulation, fiat, order or decree of the Cayman Islands, Hong Kong,
the People’s Republic of China, the United States or any other country or jurisdiction, or of any governmental or regulatory
authority or securities exchange or market or automated quotation system, the provisions of or governing any deposited
securities, any present or future provision of our charter, any act of God, war, terrorism, epidemic, nationalization,
expropriation, currency restrictions, extraordinary market conditions, work stoppage, strike, civil unrest, revolutions,
rebellions, explosions, cyber, ransomware or malware attack, computer failure or circumstance beyond our immediate
control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with,
any act which the deposit agreement or the ADRs provide shall be done or performed by us, the depositary or our
respective agents (including, without limitation, voting);
●
incur or assume no liability (including, without limitation, to holders or beneficial owners) by reason of any non-
performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the deposit
agreement it is provided shall or may be done or performed or any exercise or failure to exercise any discretion under the
deposit agreement or the ADRs including, without limitation, any failure to determine that any distribution or action may be
lawful or reasonably practicable;
●
incur or assume no liability (including, without limitation, to holders or beneficial owners of, or any other holders of an
interest in, any ADSs) if it performs its obligations to the extent they are specifically set forth under the deposit agreement
and ADRs without gross negligence or willful misconduct and the depositary shall not be a fiduciary or have any fiduciary
to holders or beneficial owners of, or any other holders of an interest in, any ADSs;
●
in the case of the depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other
proceeding in respect of any deposited securities the ADSs or the ADRs;
●
in the case of us and our agents, be under no obligation to appear in, prosecute or defend any action, suit or other
proceeding in respect of any deposited securities the ADSs or the ADRs, which in our opinion may involve it in expense or
liability, unless indemnity satisfactory to us against all expense (including fees and disbursements of counsel) and liability
be furnished as often as may be required; or
●
not be liable (including, without limitation, to holders or beneficial owner of, or any other holders of an interest in, any
ADSs s) for any action or inaction by it in reliance upon the advice of or information from any legal counsel, any
accountant, any person presenting shares for deposit, any registered holder of ADRs, or any other person believed by it to
be competent to give such advice or information and/or, in the case of the depositary, us.
The depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing
agency or settlement system.
The depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any
custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. The depositary shall not have any liability for the price received
in connection with any sale of securities, the timing thereof, or any delay in action or omission to act, nor shall it be responsible for any
error or delay in action, omission to act, default, or negligence on the part of the party so retained in connection with any such sale or
proposed sale. Notwithstanding anything to the contrary contained in the deposit agreement (including the ADRs) and, subject to the
further limitations set forth in the penultimate sentence of this paragraph (14), the depositary shall not be responsible for, and shall incur
no liability in connection with or arising from, any act or omission to act on the part of the custodian except to the extent that any holder
has incurred liability directly as a result of the custodian having (i) committed fraud or willful misconduct in the provision of custodial
services to the depositary or (ii) failed to use reasonable care in the provision of custodial services to the depositary as determined in
accordance with the standards prevailing in the jurisdiction in which the custodian is located. The depositary, its agents, and us may rely
and shall be protected in acting upon any written notice, request, direction, instruction, or document believed by them to be genuine and
to have been signed, presented, or given by the proper party or parties. The depositary shall be under no obligation to inform holders or
beneficial owners of, or any other holders of

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an interest in, any ADSs about the requirements of the laws, rules, or regulations or any changes therein or thereto of the Cayman
Islands, Hong Kong, the People’s Republic of China, the United States, or any other country or jurisdiction, or of any governmental or
regulatory authority or any securities exchange or market or automated quotation system. The depositary and its agents will not be
responsible for any failure to carry out any instructions to vote any of the deposited securities, for the manner in which any voting
instructions are given or deemed to be given in accordance with paragraph 12 hereof, including instructions to give a discretionary proxy
to a person designated by us, for the manner in which any vote is cast, including, without limitation, any vote cast by a person to whom
the depositary is instructed to grant a discretionary proxy pursuant to paragraph (12) hereof or deemed to have been instructed to grant a
discretionary proxy pursuant to paragraph (12) hereof, or for the effect of any such vote.
The depositary may rely upon instructions from us or our counsel in respect of any approval or license required for any currency
conversion, transfer, or distribution. The depositary and its agents may own and deal in any class of securities of us and our affiliates and
in ADRs. Notwithstanding anything to the contrary set forth in the deposit agreement or an ADR, the depositary and its agents may fully
respond to any and all demands or requests for information maintained by or on its behalf in connection with the deposit agreement, any
holder or holders, any ADR or ADRs, or otherwise related hereto or thereto to the extent such information is requested or required by or
pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking,
securities, or other regulators. None of the depositary, the custodian, or us, or any of their respective directors, officers, employees,
agents, or affiliates shall be liable for the failure by any holder or beneficial owners of, or any other holders of an interest in, any ADSs to
obtain the benefits of credits or refunds of non-U.S. tax paid against such holder’s or beneficial owners of, or any other holders of an
interest in, any ADSs income tax liability. The depositary is under no obligation to provide the holders and beneficial owners of, or any
other holders of an interest in, any ADSs, or any of them, with any information about the tax status of us. None of the depositary, the
custodian, or us, or any of their respective directors, officers, employees, agents, and affiliates, shall incur any liability for any tax or tax
consequences that may be incurred by holders or beneficial owners of, or any other holders of an interest in, any ADSs on account of
their ownership or disposition of the ADRs or ADSs. The depositary shall not incur any liability for the content of any information
submitted to it by or on behalf of us for distribution to the holders or for any inaccuracy of any translation thereof, for any investment
risk associated with acquiring an interest in the deposited securities, for the validity or worth of the deposited securities, for the
creditworthiness of any third party, for allowing any rights to lapse upon the terms of the deposit agreement, or for the failure or
timeliness of any notice from us. Notwithstanding anything herein or in the deposit agreement to the contrary, the depositary and the
custodian(s) may use third-party delivery services and providers of information regarding matters such as, but not limited to, pricing,
proxy voting, corporate actions, class action litigation, and other services in connection herewith and the deposit agreement, and use local
agents to provide services such as, but not limited to, attendance at any meetings of security holders of issuers.
Although the depositary and the custodian will use reasonable care (and cause their agents to use reasonable care) in the
selection and retention of such third-party providers and local agents, they will not be responsible for any errors or omissions made by
them in providing the relevant information or services. The depositary shall not be liable for any acts or omissions made by a successor
depositary whether in connection with a previous act or omission of the depositary or in connection with any matter arising wholly after
the removal or resignation of the depositary. We have agreed to indemnify the depositary and its agents under certain circumstances.
Notwithstanding any other provision of the deposit agreement or this ADR to the contrary, neither the depositary nor us, nor any of our
agents shall be liable to the other for any Special Damages incurred by any of them, or liable to any other person or entity (including,
without limitation, holders and beneficial owners of, or holders of interests in, ADSs and ADRs) for any Special Damages (including,
without limitation, for the avoidance of doubt, legal fees and expenses), whether or not foreseeable and regardless of the type of action in
which such a claim may be brought; provided, however, that to the extent Special Damages arise from or out of a claim brought by a
third party (including, without limitation, holders and beneficial owners of, or holders of interests in, ADSs and ADRs) against the
depositary or any of its agents acting under the deposit agreement, the depositary and its agents shall be entitled to full indemnification
from us for all such Special Damages (including, without limitation, for the avoidance of doubt, legal fees and expenses), unless such
Special Damages are found to have been a direct result of the gross negligence or willful misconduct of the depositary. No provision of
the deposit agreement or this ADR is intended to constitute a waiver or limitation of any rights which holders or beneficial owners of, or
any other holders of an interest in, any ADSs may have under the Securities Act of 1933 or the Securities Exchange Act of 1934, to the
extent applicable.
Disclosure of Interest in ADSs
To the extent that the provisions of or governing any deposited securities may require disclosure of or impose limits on
beneficial or other ownership of, or interest in, deposited securities, other shares, and other securities and may provide for blocking
transfer, voting, or other rights to enforce such disclosure or limits, holders and all persons holding ADRs agree to comply with all such
disclosure requirements and ownership limitations and to comply with any reasonable instructions from us in respect thereof. We reserve
the right to instruct holders to deliver their ADSs for

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cancellation and withdrawal of the deposited securities so as to permit us to deal directly with the holder thereof as a holder of shares,
and holders agree to comply with such instructions. The depositary agrees to cooperate with us in our efforts to inform holders of our
exercise of our rights under this paragraph, and to consult with, and provide reasonable assistance to, in each case without risk, liability,
or expense on the part of the depositary, us on the manner or manners in which we may enforce such rights with respect to any holder.
Books of Depositary
The depositary or its agent will maintain a register for the registration, transfer, combination, and split-up of ADRs, which
register will include the depositary’s Direct Registration System. Registered holders of ADRs may inspect such records at the
depositary’s office at all reasonable times, solely for the purpose of communicating with other ADR holders in the interest of the business
of our company or in relation to a matter concerning the deposit agreement. The register may be closed at any time or from time to time,
as deemed expedient by the depositary, with 10 days’ prior notice to our company, or, in the case of the issuance book portion of the
ADR Register, as reasonably requested by our company for the purpose of complying with applicable law.
The depositary will also maintain facilities for the delivery and receipt of ADRs.
Appointment
In the deposit agreement, each holder and each owner and person holding an interest in ADSs or ADRs, upon acceptance of any
ADSs or ADRs (or any interest therein) issued in accordance with the terms and conditions of the deposit agreement shall be deemed for
all purposes to:
●
be a party to and bound by the terms of the deposit agreement and the applicable ADR(s);
●
appoint the depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions
contemplated in the deposit agreement and the applicable ADR(s), to adopt any and all procedures necessary to comply
with applicable law and to take such action as the depositary in its sole discretion may deem necessary or appropriate to
carry out the purposes of the deposit agreement and the applicable ADR(s), the taking of such actions to be the conclusive
determinant of the necessity and appropriateness thereof; and
●
acknowledge and agree that (i) nothing in the deposit agreement or any ADR shall give rise to a partnership or joint venture
among the parties thereto, nor establish a fiduciary or similar relationship among such parties, (ii) the depositary, its
divisions, branches and affiliates, and their respective agents, may from time to time be in the possession of non-public
information about us, holders, beneficial owners of ADSs and/or their respective affiliates, (iii) the depositary and its
divisions, branches and affiliates may at any time have multiple banking relationships with us, holders, beneficial owners of
ADSs and/or the affiliates of any of them, (iv) the depositary and its divisions, branches and affiliates may, from time to
time, be engaged in transactions in which parties adverse to us or the holders or beneficial owners of ADSs and/or their
respective affiliates may have interests, (v) nothing contained in the deposit agreement or any ADR(s) shall (A) preclude
the depositary or any of its divisions, branches or affiliates from engaging in any such transactions or establishing or
maintaining any such relationships, or (B) obligate the depositary or any of its divisions, branches or affiliates to disclose
any such transactions or relationships or to account for any profit made or payment received in any such transactions or
relationships, (vi) the depositary shall not be deemed to have knowledge of any information held by any branch, division or
affiliate of the depositary and (vii) notice to a holder shall be deemed, for all purposes of the deposit agreement and this
ADR, to constitute notice to any and all beneficial owners of the ADSs evidenced by such holder’s ADRs. For all purposes
under the deposit agreement and this ADR, the holder hereof shall be deemed to have all requisite authority to act on behalf
of any and all beneficial owners of the ADSs evidenced by this ADR.
Governing Law
The deposit agreement, the ADSs and the ADRs are governed by and construed in accordance with the internal laws of the State
of New York without giving effect to the application of the conflict of law principles thereof. We irrevocably agree that any legal suit,
action or proceeding against us brought by the depositary or any holder, arising out of or based upon this deposit agreement, the ads or
the ADRs or the transactions contemplated hereby or thereby, may be instituted in any state or federal court in the Borough of
Manhattan, New York, New York, and irrevocably waive any objection which we may now or hereafter have to the laying of venue of
any such proceeding, and irrevocably submit to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. We
also irrevocably agree that any legal suit, action or proceeding against or involving the depositary brought by us, arising out of or based
upon this deposit

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agreement, the ads or the ADRs or the transactions contemplated hereby or thereby, may only be instituted in a state or federal court in
New York, New York. Notwithstanding the foregoing, the depositary may refer any such suit, action or proceeding to arbitration in
accordance with the provisions of the deposit agreement and, upon such referral, any such suit, action or proceeding instituted by us shall
be finally decided in such arbitration rather than in such court.
Under the deposit agreement, by holding or owning an ADR or ADS or an interest therein, ADR holders and beneficial owners
each irrevocably agree that any legal suit, action or proceeding against holders or owners of interests in ADSs brought by us or the
depositary, arising out of or based upon this deposit agreement, the ADSs or the ADRs or the transactions contemplated hereby or
thereby, may be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each
irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably
submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. By holding an ADS or an interest therein,
holders and owners of interests in ADSs each also irrevocably agree that any legal suit, action or proceeding against or involving us or
the depositary brought by holders or owners of interests in ADSs, arising out of or based upon this deposit agreement, the ADSs or the
ADRs or the transactions contemplated hereby or thereby, may only be instituted in a state or federal court in New York, New York.
Notwithstanding the foregoing, subject to the federal securities law carve-out set forth in Section 20(c) below, the depositary may refer
any such suit, action or proceeding to arbitration in accordance with the provisions of the deposit agreement and, upon such referral, any
such suit, action or proceeding instituted by holders and/or owners of interests in ADSs shall be finally decided in such arbitration rather
than in such court.
Notwithstanding the foregoing, each of the parties hereto (i.e., us, the depositary, and all holders from time to time of ADRs
issued hereunder (and any persons owning or holding interests in ADSs)) agrees that: (i) the depositary may, in its sole discretion, elect
to institute any dispute, suit, action, controversy, claim or proceeding directly or indirectly based on, arising out of or relating to this
deposit agreement, the ADSs or the ADRs or the transactions contemplated hereby or thereby, including without limitation any question
regarding its or their existence, validity, interpretation, performance or termination (a “dispute”) against any other party or parties hereto
(including, without limitation, disputes, suits, actions or proceedings brought against holders and owners of interests in ADSs), by having
the dispute referred to and finally resolved by an arbitration conducted under the terms set out below, and (ii) the depositary may in its
sole discretion require, by written notice to the relevant party or parties, that any dispute, suit, action, controversy, claim or proceeding
brought by any party or parties hereto (including, without limitation, disputes, suits, actions or proceedings brought by holders and
owners of interests in ADSs) against the depositary shall be referred to and finally settled by an arbitration conducted under the terms set
out below; provided however, notwithstanding the depositary’s written notice under this (ii), to the extent there are specific federal
securities law violation aspects to any claims against us and/or the depositary brought by any holder, the federal securities law violation
aspects of such claims brought by a holder against us and/or the depositary may, at the option of such holder, remain in state or federal
court in New York, New York and all other aspects, claims, disputes, legal suits, actions and/or proceedings brought by such holder
against us and/or the depositary, including those brought along with, or in addition to, federal securities law violation claims, would be
referred to arbitration in accordance herewith. Any such arbitration shall at the depositary’s election be conducted either in New York,
New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association or in Hong Kong following the
arbitration rules of the United Nations Commission on International Trade Law (UNCITRAL) with the Hong Kong International
Arbitration Centre serving as the appointing authority, and the language of any such arbitration shall be English. A notice of arbitration
may be mailed to us at our address last specified for notices under this deposit agreement, and, if applicable, to any holders at their
addresses on the ADR register. In any case where the depositary exercises its right to arbitrate hereunder, arbitration of the dispute shall
be mandatory and any pending litigation arising out of or related to such dispute shall be stayed. Judgment upon the award rendered by
the arbitrators may be entered in any court having jurisdiction thereof. The number of arbitrators shall be three, each of whom shall be
disinterested in the dispute or controversy, shall have no connection with any party thereto, and shall be an attorney experienced in
international securities transactions. Each of us and the depositary shall appoint one arbitrator and the two arbitrators shall select a third
arbitrator who shall serve as chairperson of the tribunal. If a dispute shall involve more than two parties, the parties shall attempt to align
themselves in two sides (i.e., claimant and respondent), each of which shall appoint one arbitrator as if there were only two parties to
such dispute. If either or both parties fail to select an arbitrator, or if such alignment (in the event there are more than two parties) shall
not have occurred, within thirty (30) calendar days after the depositary serves the arbitration demand or the two arbitrators fail to select a
third arbitrator within thirty (30) calendar days of the selection of the second arbitrator, the American Arbitration Association in the case
of an arbitration in New York, or the Hong Kong International Arbitration Centre in the case of an arbitration in Hong Kong, shall
appoint the remaining arbitrator or arbitrators in accordance with its rules. The parties and the American Arbitration Association and/or
the Hong Kong International Arbitration Centre, as the case may be, may appoint the arbitrators from among the nationals of any
country, whether or not the appointing party or any other party to the arbitration is a national of that country. The arbitrators shall have no
authority to award damages against any party not measured by the prevailing party’s actual damages and shall have no authority to award
any consequential, special or punitive damages against any party and may not, in any event, make any ruling, finding or award that does
not conform to the terms and conditions of this deposit agreement. In all cases, the fees of the arbitrators and other costs incurred by the
parties in connection with

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such arbitration shall be paid by the party (or parties) that is (or are) unsuccessful in such arbitration. No party hereto shall be entitled to
join or consolidate disputes by or against others in any arbitration, or to include in any arbitration any dispute as a representative or
member of a class, or act in any arbitration in the interest of the general public or in a private attorney general capacity.
Notwithstanding the foregoing or anything in this deposit agreement to the contrary, any suit, action or proceeding based on this
deposit agreement, the ADSs or the ADRs or the transactions contemplated hereby or thereby, may be instituted by the depositary in any
competent court in the Cayman Islands, Hong Kong, the People’s Republic of China and/or the United States.
Jury Trial Waiver
In the deposit agreement, each party thereto (including, for the avoidance of doubt, each holder and beneficial owner of, and/or
holder of interests in, ADSs or ADRs) irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a
trial by jury in any suit, action or proceeding against the depositary and/or us directly or indirectly arising out of, based on or relating to
the shares or other deposited securities, the ADSs or the ADRs, the deposit agreement or any transaction contemplated herein or therein,
or the breach hereof or thereof (whether based on contract, tort, common law or any other theory), including any claim under the U.S.
federal securities laws.

1
Exhibit 4.7
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (the “Agreement”) is entered into as of [·] by and between Amber International Holding
Limited, a Cayman Islands company (the “Company”) and the undersigned, an officer of the Company (“Indemnitee”).
RECITALS
1.
The Company recognizes that highly competent persons may be more reluctant to serve corporations as directors
or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification
against risks of claims and actions against them arising out of their services to the corporation.
2.
The Board of Directors of the Company (the “Board”) has determined that the inability to attract and retain highly
competent persons to serve the Company is detrimental to the best interests of the Company and its shareholders and that it
is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and
actions against them arising out of their services to the Company.
3.
The Company and Indemnitee do not regard the indemnities available under the Company’s memorandum and
articles of association as now or hereinafter in effect (the “Articles of Association”) as adequate to protect Indemnitee
against the risks associated with his service to the Company.
4.
The Company is willing to indemnify Indemnitee to the fullest extent permitted by applicable law, and
Indemnitee is willing to serve and continue to serve the Company on the condition that he be so indemnified.
AGREEMENT
In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant
and agree as follows:
I.
Definitions
The following terms shall have the meanings defined below:
Change in Control shall be deemed to have occurred if, on or after the date of this Agreement, (i) any “person” (as such
term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other
than (a) a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such
capacity; (b) a corporation owned directly or indirectly by the shareholders of the Company in substantially the same
proportions as their ownership of ordinary shares of the Company; or (c) any current beneficial shareholder or group, as
defined by Rule 13d-5 of the Exchange Act, including the heirs, assigns and successors thereof, of beneficial ownership,
within the meaning of Rule 13d-3 of the Exchange Act, of securities possessing more than 50% of the total combined voting
power of the Company’s outstanding securities; hereafter becomes the “beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company representing more than 20% of the total combined
voting power represented by the Company’s then outstanding ordinary shares, (ii) during any period of two consecutive
years, individuals who at the beginning of such period constitute the Board and any new director whose election by the
Board or nomination for election by the Company’s shareholders was approved by a vote of at least two thirds (2/3) of the
directors then still

2
in office who either were directors at the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority thereof, or (iii) the shareholders of the Company
approve a merger or consolidation of the Company with any other corporation other than a merger or consolidation which
would result in the ordinary shares of the Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into ordinary shares of the surviving entity) at least 80% of the total voting
power represented by the ordinary shares of the Company or such surviving entity outstanding immediately after such
merger or consolidation, or the shareholders of the Company approve a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of (in one transaction or a series of related transactions) all or
substantially all of the Company’s assets.
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.
Expenses shall include damages, judgments, fines, penalties, settlements and costs, attorneys’ fees and disbursements
and costs of attachment or similar bond, investigations, liabilities, losses, taxes, any expenses paid or incurred in connection
with investigating, defending, being a witness in, participating in (including on appeal), or preparing for any of the foregoing
in, any Proceeding, and any taxes, interests, assessments or other charges imposed as a result of the actual or deemed receipt
of any payments under this Agreement.
Indemnifiable Event means any event or occurrence that takes place either before or after the execution of this
Agreement, related to the fact that Indemnitee is or was a director or an officer of the Company, or any subsidiary or
consolidated variable interest entity of the Company, or is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other entity,
including services with respect to employee benefit plans, or was a director or officer of an entity that was a predecessor of
the Company or another entity at the request of such predecessor entity, or related to anything done or not done by
Indemnitee in any such capacity.
Independent Counsel means a law firm, or a member of a law firm, that is experienced in matters of corporation law and
neither presently is, nor in the past five (5) years has been, retained to represent (i) the Company or Indemnitee in any matter
material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other
indemnitees under similar indemnification agreements), 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.
Participant means a person who is a party to, or witness or participant (including on appeal) in, a Proceeding.
Proceeding means any threatened, pending, or completed action, suit or proceeding, or any inquiry, hearing or
investigation, whether civil, criminal, administrative, investigative or other, including any appeal thereof, in which
Indemnitee may be or may have been involved as a party or otherwise by reason of an Indemnifiable Event, including,
without limitation, any threatened, pending, or completed action, suit or proceeding by or in the right of the Company.
Reviewing Party means (A) the Board by a majority vote of a quorum consisting of Disinterested Directors, or (B) if a
quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, said Disinterested
Directors so direct, Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee.

3
II.
Agreement To Indemnify
1.
General Agreement. In the event Indemnitee was, is, or becomes a Participant in, or is threatened to be made a
Participant in, a Proceeding, the Company shall indemnify the Indemnitee from and against any and all Expenses which
Indemnitee incurs or becomes obligated to incur in connection with such Proceeding, to the fullest extent permitted by
applicable law, even if such indemnification is not specifically authorized by the other provisions of this Agreement or any
other agreement, the Articles of Association, or by statute. In the event of any change after the date of this Agreement in any
applicable law, statute or rule which expands the right of a Cayman Islands company to indemnify a member of its board of
directors or an officer, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits
afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a
Cayman Islands company to indemnify a member of its board of directors or an officer, such change, to the extent not
otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the
parties’ rights and obligations hereunder except as set forth in Section 3 hereof.
2.
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the
Company for a portion of Expenses, but not for the total amount of Expenses, the Company shall indemnify the Indemnitee
for the portion of such Expenses to which Indemnitee is entitled.
3.
Exclusions. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to
indemnification under this Agreement:
(a)
to the extent that payment is actually made to Indemnitee under a valid, enforceable and collectible
insurance policy, except in respect of any excess beyond the amount of payment under such insurance policy;
(b)
to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement;
(c)
in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of
the Company or any other party, and not by way of defense, unless (i) the Company has joined in or the Reviewing Party (as
defined herein) has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification
rights under this Agreement or any applicable law;
(d)
for a disgorgement of profits made from the purchase and sale by the Indemnitee of securities pursuant to
Section 16(b) of the Exchange Act or similar provisions of any applicable U.S. state statutory law or common law;
(e)
for Expenses that have been finally judicially determined to have resulted from fraud, gross negligence or
willful misconduct of the Indemnitee;
(f)
for any judgment, fine or penalty which the Company is prohibited by applicable law from paying as
indemnity;
(g)
arising out of Indemnitee’s personal tax matter; or
(h)
arising out of Indemnitee’s breach of an employment agreement with the Company (if any) or any other
agreement with the Company or any of its subsidiaries.
4.
No Employment Rights. Nothing in this Agreement is intended to create in Indemnitee any right to continued
employment with the Company.

4
5.
Contribution. If the indemnification provided in this Agreement is unavailable and may not be paid to Indemnitee
for any reason other than those set forth in Section II. 3, then the Company shall contribute to the amount of Expenses paid
in settlement actually and reasonably incurred and paid or payable by Indemnitee in such proportion as is appropriate to
reflect (i) the relative benefits received by the Company on the one hand and by the Indemnitee on the other hand from the
transaction from which such Proceeding arose, and (ii) the relative fault of the Company on the one hand and of the
Indemnitee on the other hand in connection with the events which resulted in such Expenses, as well as any other relevant
equitable considerations. 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 Expenses, judgments, fines or settlement amounts. The
Company agrees that it would not be just and equitable if contribution pursuant to this Section II. 5 were determined by pro
rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.
III. Indemnification Process
1.
Notice and Cooperation By Indemnitee. Indemnitee shall give the Company notice in writing as soon as
practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement.
Notice to the Company shall be given in accordance with Section VI.7 below. In addition, Indemnitee shall give the
Company such information and cooperation as the Company may reasonably request.
2.
Indemnification Payment.
(a)
Advancement of Expenses. Indemnitee may submit a written request with reasonable particulars to the
Company requesting that the Company advance to Indemnitee all Expenses that may be reasonably incurred in advance by
Indemnitee in connection with a Proceeding. The Company shall, within ten (10) business days of receiving such a written
request by Indemnitee, advance all requested Expenses to Indemnitee. Any excess of the advanced Expenses over the actual
Expenses will be repaid to the Company.
(b)
Reimbursement of Expenses. To the extent Indemnitee has not requested any advanced payment of
Expenses from the Company, Indemnitee shall be entitled to receive reimbursement for the 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.
(c)
Determination by the Reviewing Party. Notwithstanding the foregoing, (i) the obligations of the Company
under Section II.1 shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion,
in any case in which the Independent Counsel referred to in Section III.2(e) hereof is involved) that Indemnitee would not be
permitted to be indemnified under applicable law or the Company’s Articles of Association, and (ii) the obligation of the
Company to make an advance payment of Expenses to Indemnitee pursuant to Section III. 2(a) shall be subject to the
condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be
so indemnified under applicable law or the Company’s Articles of Association, the Company shall be entitled to be
reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided,
however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction
to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the
Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and
Indemnitee shall not be required to reimburse the Company for any advanced Expenses until a final judicial determination is
made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). The Indemnitee’s
obligation to reimburse the Company for any advanced Expenses shall be unsecured and no interest shall be charged
thereon. If there has not been a Change in Control, the Reviewing

5
Party shall be selected by the Board, and if there has been such a Change in Control (other than a Change in Control which
has been approved by a majority of the Company’s Board who were directors immediately prior to such Change in
Control), the Reviewing Party shall be the Independent Counsel referred to in Section III.2(e) hereof.
(d)
Enforcement of Indemnification Rights. If there has been no determination by the Reviewing Party or if the
Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part
under applicable law, or if Indemnitee has not otherwise been paid in full within 30 days after a written demand has been
received by the Company, Indemnitee shall have the right to commence litigation in any court having subject matter
jurisdiction thereof and in which venue is proper to recover the unpaid amount of the demand (an “Enforcement
Proceeding”) and, if successful in whole or in part, Indemnitee shall be entitled to be paid any and all Expenses in
connection with such Enforcement Proceeding. The Company hereby consents to service of process and to appear in any
such proceeding.
(e)
Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a
Change in Control which has been approved by a majority of the Company’s Board who were directors immediately prior to
such Change in Control) then, with respect to all matters thereafter arising concerning the rights of Indemnitees to payments
of Expenses under this Agreement or any other agreement or under the Company’s Articles of Association, Independent
Counsel shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably
withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether
and to what extent Indemnitee would be permitted to be indemnified under applicable law, and the Company agrees to abide
by such opinion. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully
indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out
of or relating to this Agreement or its engagement pursuant hereto.
3.
Assumption of Defense. In the event the Company is obligated under this Agreement to advance or bear any
Expenses for any Proceeding against Indemnitee, the Company shall be entitled to assume the defense of such Proceeding,
with counsel approved by Indemnitee, upon delivery to Indemnitee of written notice of its election to do so. After delivery of
such notice, approval of such counsel by Indemnitee in writing and the retention of such counsel by the Company, the
Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee
with respect to the same Proceeding, unless (i) the employment of counsel by Indemnitee has been previously authorized by
the Company, (ii) Indemnitee shall have reasonably concluded that, based on written advice of counsel, there may be a
conflict of interest of such counsel retained by the Company between the Company and Indemnitee in the conduct of any
such defense, or that counsel selected by the Company may not be adequately representing Indemnitee, or (iii) the Company
ceases or terminates the employment of such counsel with respect to the defense of such Proceeding, in any of which events
the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. At all times, Indemnitee shall have
the right to employ counsel in any Proceeding at Indemnitee’s expense.
4.
Defense to Indemnification, Burden of Proof and Presumptions. It shall be a defense to any action brought by
Indemnitee against the Company to enforce this Agreement that it is not permissible under this Agreement or applicable law
for the Company to indemnify the Indemnitee for the amount claimed. In connection with any such action or any
determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified under this
Agreement, the burden of proving such a defense or determination shall be on the Company. Neither the failure of the
Reviewing Party or the Company to have made a determination prior to the commencement of such action by Indemnitee
that indemnification is proper under the circumstances because Indemnitee has met the standard of conduct set forth in
applicable law, nor an actual determination by the Reviewing Party or the Company that Indemnitee had not met such
applicable standard of conduct shall be a

6
defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
5.
No Settlement Without Consent. Neither party to this Agreement shall settle any Proceeding in any manner that
would impose any damage, loss, penalty or limitation on the other party without the other party’s written consent. Neither
the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement.
6.
Company Participation. Subject to Section II.5, the Company shall not be liable to indemnify the Indemnitee
under this Agreement with regard to any judicial action if the Company was not given a reasonable and timely opportunity,
at its expense, to participate in the defense, conduct and/or settlement of such action.
IV.
Director and Officer Liability Insurance
1.
Liability Insurance. The Company shall obtain and maintain a policy or policies of insurance with reputable
insurance companies providing the officers and directors of the Company with coverage for losses incurred in connection
with their services to the Company or ensure the Company’s performance of its indemnification obligations under this
Agreement. To the extent the Company determines that it is no longer practicable for the Company to maintain such
insurances, it shall notify promptly its directors and officers before it terminates such insurances and such termination must
be approved by the majority of the Company’s directors.
2.
Coverage of Indemnitee. To the extent the Company maintains an insurance policy or policies providing
directors’ and officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or
their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.
3.
No Obligation. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain any
director and officer insurance policy if a majority of the Company’s directors determines in good faith that such insurance is
not reasonably available in the case that (i) premium costs for such insurance are disproportionate to the amount of coverage
provided, (ii) the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or
(iii) Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.
V.
Non-Exclusivity; Federal Preemption; Term
1.
Non-Exclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to
which Indemnitee may be entitled under the Articles of Association, any vote of shareholders or directors, applicable law or
any written agreement between Indemnitee and the Company (including its subsidiaries and affiliates). The indemnification
provided under this Agreement shall continue to be available to Indemnitee for any action taken or not taken while serving in
an indemnified capacity even though he may have ceased to serve in any such capacity at the time of any Proceeding.
2.
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 prohibition on indemnification for liabilities arising under certain U.S. federal
securities laws. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future
to undertake with the U.S. Securities and Exchange Commission 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.
3.
Duration of Agreement. All agreements and obligations of the Company contained herein

7
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 as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint
venture, trust or other enterprise) 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 (including service with respect to employee
benefit plans) 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 continue in effect
regardless of whether Indemnitee continues to serve as an officer and/or a director of the Company or any other enterprise at
the Company’s request.
VI. Miscellaneous
1.
Amendment of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding
unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall operate as a
waiver of any other provisions (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as
specifically provided in this Agreement, no failure to exercise or any delay in exercising any right or remedy shall constitute
a waiver.
2.
Subrogation. In the event of payment to Indemnitee by the Company 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 shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to
enable the Company to bring suit to enforce such rights.
3.
Assignment; Binding Effect. Neither this Agreement nor any of the rights or obligations hereunder may be
assigned by either party hereto without the prior written consent of the other party; except that the Company may, without
such consent, assign all such rights and obligations to a successor in interest to the Company which assumes all obligations
of the Company under this Agreement in a written agreement in form and substance satisfactory to Indemnitee.
Notwithstanding the foregoing, this Agreement shall be binding upon and inure to the benefit of and be enforceable by and
against the parties hereto and the Company’s successors (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) and assigns, as well as
Indemnitee’s spouses, heirs, and personal and legal representatives.
4.
Severability and Construction. Nothing in this Agreement is intended to require or shall be construed as requiring
the Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to a court order, to
perform its obligations under this Agreement shall not constitute a breach of this Agreement. In addition, if any portion of
this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the
remaining provisions shall remain enforceable to the fullest extent permitted by applicable law. The parties hereto
acknowledge that they each have opportunities to have their respective counsels review this Agreement. Accordingly, this
Agreement shall be deemed to be the product of both of the parties hereto, and no ambiguity shall be construed in favor of or
against either of the parties hereto.
5.
Counterparts. This Agreement may be executed in two counterparts, both of which taken together shall constitute
one instrument.
6.
Governing Law. This agreement and all acts and transactions pursuant hereto and the rights and obligations of the
parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, U.S.A.,
without giving effect to conflicts of law provisions thereof.
7.
Notices. All notices, demands, and other communications required or permitted under

8
this Agreement shall be made in writing and shall be deemed to have been duly given if delivered by hand, against receipt,
on the date of delivery, or mailed, on the third business day after mailing, postage prepaid, certified or registered mail,
return receipt requested, and addressed to the Company at:
Amber International Holding Limited
1 Wallich Street, #30-02 Guoco Tower
Singapore 078881
Attention: [·]
and to Indemnitee at
[·]
Attention: [·]
Notice of change of address shall be effective only when done in accordance with this Section.
8.
Certain Relationships. The obligations and rights created under this Agreement shall not be affected by any
amendment to the Company’s Articles of Association or any other agreement or instrument to which Indemnitee is not a
party, and shall not diminish any other rights which Indemnitee now or in the future has against the Company or any other
person or entity.
9.
Acknowledgment. The Company expressly acknowledges that it has entered into this Agreement and assumed the
obligations imposed on the Company under this Agreement in order to induce Indemnitee to serve or to continue to serve as
a director or officer and acknowledges that Indemnitee is relying on this Agreement in serving or continuing to serve in such
capacity. The Company further agrees to stipulate in any court proceeding that the Company is bound by all of the
provisions of this Agreement.
10.
Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right
of the Company against Indemnitee, or Indemnitee’s estate, heirs, executors, administrators or personal or legal
representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of
action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within
such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause
of action, such shorter period shall govern.
11.
Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, between the parties with respect to the subject matter hereof.
(Signature page follows)

9
IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first written above.
COMPANY
AMBER INTERNATIONAL HOLDING LIMITED
Name:
Title:

10
IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first written above.
INDEMNITEE
Name:

Exhibit 8.1
List of Subsidiaries of Amber International Holding Limited
Name
    
Subsidiaries
    
Place of Incorporation
Optimix Media Asia Limited
 
100%
Hong Kong
iClick Interactive Asia Limited
 
100%
Hong Kong
iClick Interactive (Singapore) Pte. Ltd.
 
100%
Singapore
Diablo Holdings Corporation
 
100%
British Virgin Islands
Harmattan Capital Holdings Corporation
 
100%
British Virgin Islands
China Search (Asia) Limited
 
100%
Hong Kong
Search Asia Technology (Shenzhen) Co., Ltd.
 
100%
People’s Republic of China
CMRS Group Holding Limited
100%
Hong Kong
Beyond Digital Solutions Limited
100%
Hong Kong
CMRS Digital Solutions Limited
100%
Hong Kong
CruiSo Digital Solutions Limited
100%
Hong Kong
CruiSo Directions Limited
100%
Hong Kong
SociaLink Consultancy Limited
100%
Hong Kong
Amber DWM Holding Limited
100%
Cayman Islands
Amber Match Limited
100%
British Virgin Islands
Amber Premium FZE
100%
Dubai
Amber DWM Limited
100%
Hong Kong
Sparrow Holdings Pte. Limited
100%
Singapore
Sparrow Tech Private Ltd
100%
Singapore
Sparrow Digital Pte. Ltd
100%
Singapore
Sparrow Fund Management Pte. Ltd
100%
Singapore
Sparrow Operations Private Ltd
100%
Singapore
Guangzhou Kushu Information Technology Co., Ltd.
100%
People’s Republic of China
Beijing OptAim Network Technology Co., Ltd.
 
100%(1)
People’s Republic of China
Shanghai Myhayo Technology Co., Ltd.
 
37%(2)
People’s Republic of China
Anhui Myhayo Technology Co., Ltd.
 
37%(2)
People’s Republic of China
(1) VIE.
(2) VIE’s subsidiary.

1
Exhibit 11.1
CODE OF BUSINESS CONDUCT AND ETHICS
OF AMBER INTERNATIONAL HOLDING LIMITED
(Adopted by the Board of Directors of Amber International Holding Limited on
March 12, 2025, effective immediately)
I.
Purpose
Amber International Holding Limited and its subsidiaries and affiliates (collectively, the “Company”) is committed to conduct
its business in accordance with applicable laws, rules and regulations and the highest standards of business ethics. This Code of
Business Conduct and Ethics (the “Code”) contains general guidelines for conducting the business of the Company. To the extent this
Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, the Company adheres to
these higher standards.
This Code is designed to deter wrongdoing and to promote:
(i)
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal
and professional relationships;
(ii)
full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or
submits to, the U.S. Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company;
(iii)
compliance with applicable governmental laws, rules and regulations;
(iv)
prompt internal reporting of violations of the Code; and
(v)
accountability for adherence to the Code.
II.
Applicability
This Code applies to all directors, officers, employees and advisors of the Company, whether they work for the Company on a
full-time, part-time, consultative, or temporary basis (each an “employee” and collectively, the “employees”).
The Board of Directors of the Company (the “Board”) has appointed the Legal Department as the compliance officer for the
Company. If you have any questions regarding the Code or would like to report any violation of the Code, please call the Legal
Department or send e-mail to legal_apac@ambergroup.io. Any questions or violations of the Code involving an executive officer,
which include the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Vice Presidents and any other persons
who perform similar functions for the Company (each an “executive officer”), shall be directed or reported to any of our independent
directors on the Board or the members of the appropriate committee of the Board, and any such questions or violations will be reviewed
directly by the Board or the appropriate committee of the Board.

2
III.
Conflicts of Interest
A.
Identifying Conflicts of Interest
A conflict of interest occurs when an employee’s private interest interferes, or appears to interfere, in any way with the
interests of the Company as a whole. An employee should actively avoid any private interest that may impact such employee’s ability to
act in the interests of the Company or that may make it difficult to perform the employee’s work objectively and effectively. In general,
the following are considered conflicts of interest:
1.
Competing Business. No employee may be employed by a business that competes with the Company or deprives it of
any business.
2.
Corporate Opportunity. No employee may use corporate property, information or his or her position with the
Company to secure a business opportunity that would otherwise be available to the Company. If an employee discovers a business
opportunity that is in the Company’s line of business, through the use of the Company’s property, information or position, the employee
must first present the business opportunity to the Company before pursuing the opportunity in his/her individual capacity.
3.
Financial Interests.
(i)
No employee may have any financial interest (ownership or otherwise), either directly or indirectly through a
spouse or other family member, in any other business entity if such financial interest adversely affects the employee’s performance of
duties or responsibilities to the Company, or requires the employee to devote certain time during such employee’s working hours at the
Company;
(ii)
no employee may hold any ownership interest in a privately-held company that is in competition with the
Company;
(iii)
an employee may hold up to but no more than 1.0 ownership interest in a publicly traded company that is in
competition with the Company; and
(iv)
no employee may hold any ownership interest in a company that has a material business relationship with the
Company.
If an employee’s ownership interest in a business entity described in clause
(iii) above increases to more than 1.0%, the employee must immediately report such ownership to the Legal Department.
4.
Loans or Other Financial Transactions. No employee may obtain loans or guarantees of personal obligations from, or
enter into any other personal financial transaction with, any company that is a material customer, supplier or competitor of the
Company. This guideline does not prohibit arms-length transactions with recognized banks or other financial institutions.
5.
Service on Boards and Committees. No employee may serve on a board of directors or trustees or on a committee of
any entity (whether profit or not-for-profit) whose

3
interests could reasonably be expected to conflict with those of the Company. Employees must obtain prior approval from the Board
before accepting any such board or committee position. The Company may revisit its approval of any such position at any time to
determine whether an employee’s service in such position is still appropriate.
It is difficult to list all of the ways in which a conflict of interest may arise, and we have provided only a few, limited
examples. If you are faced with a difficult business decision that is not addressed above, ask yourself the following questions:
●
Is the action to be taken legal?
●
Is it honest and fair?
●
Is it in the best interests of the Company?
B.
Disclosure of Conflicts of Interest
The Company requires that employees fully disclose any situations that could reasonably be expected to give rise to a conflict
of interest. If an employee suspects that he/she has a conflict of interest, or a situation that others could reasonably perceive as a conflict
of interest, the employee must report it immediately to the Legal Department. Conflicts of interest may only be waived by the Board, or
the appropriate committee of the Board, and will be promptly disclosed to the public to the extent required by law.
C.
Family Members and Work
The actions of family members outside the workplace may also give rise to conflicts of interest because they may influence an
employee’s objectivity in making decisions on behalf of the Company. If a member of an employee’s family is interested in doing
business with the Company, the criteria as to whether to enter into or continue the business relationship, and the terms and conditions of
the relationship, must be no less favorable to the Company compared with those that would apply to a non-relative seeking to do
business with the Company under similar circumstances.
Employees are required to report any situation involving family members that could reasonably be expected to give rise to a
conflict of interest to their supervisor or the Compliance Officer. For purposes of this Code, “family members” or “members of
employee’s family” include an employee’s spouse, parents, children and siblings, whether by blood, marriage or adoption or anyone
residing in such employee’s home.
IV.
Gifts and Entertainment
A.
Generally
The giving and receiving of gifts is common business practice. Appropriate business gifts and entertainment are welcome
courtesies designed to build relationships and understanding among business partners. However, gifts and entertainment should never
compromise, or appear to compromise, an employee’s ability to make objective and fair business decisions.

4
It is the responsibility of employees to use good judgment in this area. As a general rule, employees may give or receive gifts
or entertainment to or from customers or suppliers only if the gift or entertainment could not be viewed as an inducement to any
particular business decision. All gifts and entertainment expenses made on behalf of the Company must be properly accounted for on
expense reports, and all gift and entertainment expenses exceeding RMB300 made on behalf of the Company must be approved by the
head of the relevant department of the Company.
Employees may only accept appropriate gifts. We encourage employees to submit gifts received to the Company. While it is
not mandatory to submit small gifts, gifts of over RMB300 must be submitted immediately to the administration department of the
Company.
The Company’s business conduct is founded on the principle of “fair transaction”. Therefore, no employee may give or receive
kickbacks, bribe others, or secretly give or receive commissions or any other personal benefits.
B.
United States Foreign Corrupt Practices Act Compliance
The United States Foreign Corrupt Practices Act (“FCPA”) prohibits giving anything of value, directly or indirectly, to officials
of foreign governments or foreign political candidates in order to obtain or retain business. A violation of FCPA not only violates the
Company’s policy but is also a civil or criminal offense under FCPA which the Company is subject to after the Code becomes effective.
No employee shall give or authorize directly or indirectly any illegal payments to government officials of any country. While the FCPA
does, in certain limited circumstances, allow nominal “facilitating payments” to be made, any such payment must be discussed with and
approved by your supervisor in advance before it can be made.
C.
Political Contributions
Except as approved in advance by the Chief Executive Officer or Chief Financial Officer of the Company, the Company
prohibits political contributions (directly or through trade associations) by any employee on behalf of the Company. Prohibited political
contribution activities include:
(i)
any contributions of Company funds or other assets for political purposes;
(ii)
encouraging individual employees to make any such contribution; and
(iii)
reimbursing an employee for any political contribution.
V.
Fair Dealing
The Company strives to compete and to succeed through superior performance and products and without the use of unethical
or illegal practices. Accordingly, the Company’s employees should respect the rights of, and should deal fairly with, the Company’s
customers, suppliers, competitors and employees and should not take unfair advantage of anyone through manipulation, concealment,
abuse of privileged information or any material misrepresentation. For example, an individual should not:

5
(i)
give or receive kickbacks, bribe others, or secretly give or receive commissions or any other personal benefits;
(ii)
spread rumors about competitors, customers or suppliers that the individual knows to be false;
(iii)
intentionally misrepresent the nature of quality of the Company’s products; or
(iv)
otherwise seek to advance the Company’s interests by taking unfair advantage of anyone through unfair dealing
practices, including engaging in unfair practices through a third party.
VI.
Protection and Use of Company Assets
Employees should protect the Company’s assets and ensure their efficient use for legitimate business purposes only. Theft,
carelessness and waste have a direct impact on the Company’s profitability. The use of the funds or assets of the Company, whether for
personal gain or not, for any unlawful or improper purpose is strictly prohibited.
To ensure the protection and proper use of the Company’s assets, each employee
should:
(i)
exercise reasonable care to prevent theft, damage or misuse of Company property;
(ii)
promptly report the actual or suspected theft, damage or misuse of Company property;
(iii)
safeguard all electronic programs, data, communications and written materials from inadvertent access by others; and
(iv)
use Company property only for legitimate business purposes.
VII.
Intellectual Property and Confidentiality
Employees shall abide by the Company’s rules and policies in protecting the intellectual property and confidential information,
including the following:
1.
All inventions, creative works, computer software, and technical or trade secrets developed by an employee in the
course of performing the employee’s duties or primarily through the use of the Company’s materials and technical resources while
working at the Company, shall be the property of the Company.
2.
Employees shall maintain the confidentiality of information entrusted to them by the Company or entities with which
the Company has business relations, except when disclosure is authorized or legally mandated. Confidential information includes all
non-public information that might be of use to competitors, or harmful to the company or its business associates, if disclosed.

6
3.
The Company maintains a strict confidentiality policy. During an employee’s term of employment with the Company,
the employee shall comply with any and all written or unwritten rules and policies concerning confidentiality and shall fulfill the duties
and responsibilities concerning confidentiality applicable to the employee.
4.
In addition to fulfilling the responsibilities associated with his/her position in the Company, an employee shall not,
without obtaining prior approval from the Company, disclose, announce or publish trade secrets or other confidential business
information of the Company, nor shall an employee use such confidential information outside the course of his/her duties to the
Company.
5.
Even outside the work environment, an employee must maintain vigilance and refrain from disclosing important
information regarding the Company or its business, customers or employees.
6.
An employee’s duty of confidentiality with respect to the confidential
information of the Company survives the termination of such employee’s employment with the Company for any reason until such time
as the Company discloses such information publicly or the information otherwise becomes available in the public sphere through no
fault of the employee.
7.
Upon termination of employment, or at such time as the Company requests, an employee must return to the Company
all of its property without exception, including all forms of medium containing confidential information, and may not retain duplicate
materials.
VIII.
Accuracy of Financial Reports and Other Public Communications
Upon the completion of the IPO, the Company will become a public company which is required to report its financial results
and other material information about its business to the public and the SEC. It is the Company’s policy to promptly disclose accurate
and complete information regarding its business, financial condition and results of operations. Employees must strictly comply with all
applicable standards, laws, regulations and policies for accounting and financial reporting of transactions, estimates and forecasts.
Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the Company and result in legal liability.
Employees should be on guard for, and promptly report, any possibility of inaccurate or incomplete financial reporting.
Particular attention should be paid to:
(i)
financial results that seem inconsistent with the performance of the underlying business;
(ii)
transactions that do not seem to have an obvious business purpose; and
(iii)
requests to circumvent ordinary review and approval procedures.
The Company’s senior financial officers and other employees working in the finance and accounting department have a special
responsibility to ensure that all of the Company’s financial disclosures are full, fair, accurate, timely and understandable. These
individuals are

7
required to report any practice or situation that might undermine this objective to the Legal Department.
Employees are prohibited from directly or indirectly taking any action to coerce, manipulate, mislead or fraudulently influence
the Company’s independent auditors for the purpose of rendering the financial statements of the Company materially misleading.
Prohibited actions include but are not limited to those actions taken to coerce, manipulate, mislead or fraudulently influence an auditor:
(i)
to issue or reissue a report on the Company’s financial statements that is not warranted in the circumstances (due to
material violations of U.S. GAAP, generally accepted auditing standards or other professional or regulatory standards);
(ii)
not to perform audit, review or other procedures required by generally accepted auditing standards or other
professional standards;
(iii)
not to withdraw an issued report; or
(iv)
not to communicate matters to the Company’s audit committee of the Board.
Employees with information relating to questionable accounting or auditing matters may also confidentially, and anonymously
if they desire, submit the information in writing to the Company’s audit committee of the Board.
IX.
Company Records
Accurate and reliable records are crucial to the Company’s business and form the basis of its earnings statements, financial
reports and other disclosures to the public. The Company’s records are the source of essential data that guides business decision-making
and strategic planning. Company records include, but are not limited to, booking information, payroll, timecards, travel and expense
reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records
maintained in the ordinary course of our business.
All Company records must be complete, accurate and reliable in all material respects.
There is never an acceptable reason to make false or misleading entries. Undisclosed or unrecorded funds, payments or receipts are
strictly prohibited. An employee is responsible for understanding and complying with the Company’s record keeping policy. An
employee should contact the Legal Department if he/she has any questions regarding the record keeping policy.
X.
Compliance with Laws and Regulations
Each employee has an obligation to comply with the laws of the cities, provinces, regions and countries in which the Company
operates. This includes, without limitation, laws covering commercial bribery and kickbacks, copyrights, trademarks and trade secrets,
information privacy, insider trading, offering or receiving gratuities, employment harassment, environmental protection, occupational
health and safety, false or misleading financial information, misuse of corporate assets or foreign currency exchange activities.
Employees

8
are expected to understand and comply with all laws, rules and regulations that apply to their respective position at the Company. If any
doubt exists about whether a course of action is lawful, you should seek advice immediately from the Legal Department.
Employees are prohibited from trading securities while in possession of material nonpublic information, whether of the
Company or other companies, and must comply with insider trading and any applicable securities law and the Company’s Statement of
Policies Governing Material, Non-Public Information and the Prevention of Insider Trading regarding securities transactions and
handling of confidential information. Insider trading is both unethical and illegal and will be firmly dealt with by the Company.
Prohibition on insider trading applies to members of the employees’ family and anyone else sharing the home of the employees.
Therefore, employees must use discretion when discussing work with friends or family members, as well as with other employees.
XI.
Workplace Environment
A.
Discrimination and Harassment
The Company is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal
discrimination or harassment based on race, ethnicity, religion, gender, age, national origin or any other protected class. For further
information, you should consult the Legal Department.
B.
Health and Safety
The Company strives to provide employees with a safe and healthy work environment. Each employee has responsibility for
maintaining a safe and healthy workplace for other employees by following environmental, safety and health rules and practices and
reporting accidents, injuries and unsafe equipment, practices or conditions. Violence and threatening behavior are not permitted.
Each employee is expected to perform his or her duty to the Company in a safe manner, free of the influences of alcohol,
illegal drugs or other controlled substances. The use of illegal drugs or other controlled substances in the workplace is prohibited.
XII.
Violations of the Code; Protection Against Retaliation
All employees have a duty to report any known or suspected violation of this Code, including any violation of laws, rules,
regulations or policies that apply to the Company. Reporting a known or suspected violation of this Code by others will not be
considered an act of disloyalty, but an action to safeguard the reputation and integrity of the Company and its employees.
If an employee knows of or suspect a violation of this Code, it is such employee’s responsibility to immediately report the
violation to the Legal Department, who will work with the employee to investigate his/her concern. Any suspected violation of this
Code involving an executive officer shall be directed or reported to any of our independent directors on the Board or to the appropriate
committee of the Board. All questions and reports of known or suspected violations of this Code will be treated with sensitivity and
discretion. The Legal Department,

9
the Board or the appropriate committee of the Board and the Company will protect the employee’s confidentiality to the extent possible,
consistent with the law and the Company’s need to investigate such employee’s concern.
It is the Company’s policy that any employee who violates this Code will be subject to appropriate discipline, including
termination of employment, based upon the facts and circumstances of each particular situation.  If an employee does not comply with
the law or with this Code, it can result in serious consequences for both the employee and the Company.
The Company strictly prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected
violations. An employee inflicting reprisal or retaliation against another employee for reporting a known or suspected violation will be
subject to disciplinary action up to and including termination of employment.
XIII.
Waivers of the Code
Waivers of this Code will be granted on a case-by-case basis and only in extraordinary circumstances. Waivers of this Code
may be made only by the Board, or the appropriate committee of the Board, and will be promptly disclosed to the public.
XIV.
Conclusion
This Code contains general guidelines for conducting the business of the Company consistent with the highest standards of
business ethics. If employees have any questions about these guidelines, they should contact the Legal Department. The Company
expects all employees to adhere to these standards. Each employee is separately responsible for his/her actions. Conduct that violates
the law or this Code cannot be justified by claiming that it was ordered by a supervisor or someone in higher management positions. If
an employee engages in conduct prohibited by the law or this Code, such employee will be deemed to have acted outside the scope of
his/her employment. Such conduct will subject the employee to disciplinary action, including termination of employment.
* * * * * * * * * * * * *

1
Exhibit 11.2
AMBER INTERNATIONAL HOLDING LIMITED
STATEMENT OF POLICIES GOVERNING MATERIAL NON-PUBLIC INFORMATION AND
THE PREVENTION OF INSIDER TRADING
(Adopted by the Board of Directors of Amber International Holding Limited on March 12, 2025, effective immediately)
This Statement of Policies Governing Material Non-Public Information and the Prevention of Insider Trading (this “Statement”)
applies to all directors, officers, employees and consultants of Amber International Holding Limited and its subsidiaries and variable
interest entities (collectively, the “Company”) or any other person or entity (a) over which an individual mentioned above exercises
influence or control of its investment decisions, or (b) which effects a transaction in the Company’s securities, which securities are in fact
beneficially owned by any of the individuals mentioned above (“Insider(s)”).
Every Insider must review this Statement, and execute and return the Certificate of Compliance attached hereto to the Legal
Department of the Company (the “Legal Department”) within seven (7) days after you receive this Statement.  Questions regarding the
Statement should be directed to the Legal Department at legal_apac@ambergroup.io (email).
This Statement consists of four sections: Section I provides an overview; Section II sets forth the Company’s policies
prohibiting insider trading. Section III explains insider trading, and Section IV describes the rules and guidelines for transactions under
Rule 10b5-1 plans.
I.
SUMMARY
Preventing insider trading is necessary to comply with United States securities law and to preserve the reputation and integrity
of the Company as well as that of all persons affiliated with it.  “Insider trading” occurs when any person purchases or sells securities
while in possession of inside information relating to such securities.   As explained in Section III below, “inside information” is
information which is considered to be both “material” and “non-public.”
The Company considers strict compliance with the policies (the “Policy”) set forth in this Statement to be a matter of utmost
importance.  Violation of this Policy could cause extreme reputational damage and possible legal liability to you and the Company.
 Knowing or willful violations of this Statement or spirit of this Policy will be grounds for immediate dismissal from the Company.
 Violation of the Policy might expose the violator to severe criminal penalties as well as civil liability to any person injured by the
violation.   The monetary damages flowing from a violation could be three times the profit realized by the violator, as well as the
attorney’s fees of the persons injured.

2
II.
POLICIES PROHIBITING INSIDER TRADING
For purposes of this Statement, while the terms “purchase” and “sell” of securities exclude the acceptance of options granted by
the Company thereof and the exercise of options that does not involve the sale of securities, the cashless exercise of options does involve
the sale of securities and therefore is subject to the policies set forth below.
A.
No Trading - No Insider shall purchase or sell any securities of the Company or enter into a binding security
trading plan in compliance with Rule 10b5-1 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act,”
and such a plan, a “Rule 10b5-1 plan”) while in possession of material, non-public information relating to the Company, its ADSs
or other securities (the “Material Information”) or during certain periods. See Section III-IV for additional procedures and
guidelines regarding Rule 10b5-1 plans.
In the event that the Material Information possessed by you relates to the ADSs or other securities of the Company, the
above policy will require waiting for at least forty-eight (48) hours after public disclosure of the Material Information by the Company,
which forty-eight (48) hours shall include in all events at least one full Trading Day on Nasdaq following such public disclosure.  The
term “Trading Day” is defined as a day on which Nasdaq is open for trading.  Except for public holidays in the United States, Nasdaq’s
regular trading hours are from 9:30 a.m. to 4:00 p.m., New York City time, Monday through Friday.
In addition, no Insider shall purchase or sell any securities of the Company or enter into a Rule 10b5-1 plan, regardless
of whether such Insider possesses any Material Information, (1) during any period commencing on the last day of the last month of each
fiscal quarter and ending at the close of trading on the second Trading Day following the date upon which the Company’s earnings
statement for that fiscal quarter is released to the public; or (2) without the prior clearance by the Legal Department, during any period
designated as a “limited trading period.”   The Legal Department may declare limited trading periods at the times that he deems
appropriate, and need not provide any reason for making a declaration.
Furthermore, beginning on December 31 of each fiscal year, no Insider shall purchase or sell any security of the
Company until the close of trading on the second Trading Day following the date of the Company’s release of its financial results for the
fiscal year ended on December 31 of the prior year.
Please see Section III below for an explanation of the Material Information.
B.
Trading Window for Directors, Officers and Key Employees – Assuming none of the “no trading” restrictions set
forth in Section II-A above applies, officers, directors and key employees designated by the Company may only purchase or sell
any securities of the Company or enter into a Rule 10b5-1 plan or any other non-Rule 10b5-1 plan during the “Trading
Window.”  Generally, there will be four Trading Windows per year, each commencing with the close of trading on the second Trading
Day following the date upon which the Company’s financial results for the prior fiscal quarter is released to the public and closing on the
last day of the last month of each fiscal quarter.
Furthermore, all transactions in the Company securities (including without limitation, acquisitions and dispositions of
the ADSs and the sale of ordinary shares issued

3
upon exercise of stock options and the execution of a Rule 10b5-1 plan , but excluding the acceptance of options granted by the
Company and the exercise of options that does not involve the sale of securities) by officers, directors and key employees (for the
purpose of this Policy, key employees refer to employees with M3 Grade or equivalent or above, and Finance employees who have
access to sensitive financial information) designated by the Company from time to time must be pre-approved by the Legal Department.
A form for such purposes is provided as Attachment A.
If the Company’s public disclosure of its financial results for the prior period occurs on a Trading Day more than four
hours before Nasdaq closes, then such date of disclosure shall be considered the first Trading Day following such public disclosure.
Please note that trading in Company securities during the Trading Window is not a “safe harbor,” and all
Insiders should strictly comply with all other policies set forth in this Statement.
When in doubt, do not trade!  Check with the Legal Department first.
C.
No Tipping - No Insider shall directly or indirectly disclose any Material Information to anyone who trades in
securities (so-called “tipping”) while in possession of such Material Information.
D.
Confidentiality - No Insider shall communicate any Material Information to anyone outside the Company under any
circumstances unless approved by the Legal Department in advance, or to anyone within the Company other than on a need-to-know
basis.
E.
No Comment - No Insider shall discuss any internal matters or developments of the Company with anyone outside of
the Company, except as required in the performance of regular corporate duties.  Unless you are expressly authorized to the contrary, if
you receive any inquiries about the Company or its securities by the financial press, investment analysts or others, or any requests for
comments or interviews, you should decline to comment and direct the inquiry or request to the Legal Department.
F.
Corrective Action - If any potentially Material Information is inadvertently disclosed, any Insider should notify the
Legal Department immediately so that the Company can determine whether or not corrective action, such as general disclosure to the
public, is warranted.

4
III.
EXPLANATION OF INSIDER TRADING
As noted above, “insider trading” refers to the purchase or sale of securities while in possession of “material” and “non-public”
information relating to such securities.  “Securities” include not only stocks, bonds, notes and debentures, but also options, warrants and
similar instruments.  “Purchase” and “sale” are defined broadly under the federal securities law.  “Purchase” includes not only the actual
purchase of securities, but any contract to purchase or otherwise acquire securities.  “Sale” includes not only the actual sale of securities,
but any contract to sell or otherwise dispose of securities.   These definitions extend to a broad range of transactions including
conventional cash-for-stock transactions, the grant and exercise of stock options and acquisitions and exercises of warrants or puts, calls
or other options related to the securities.  It is generally understood that insider trading includes the following:
·
trading by Insiders while in possession of material, non-public information;
·
trading by persons other than Insiders while in possession of material, non-public information where the information
either was given in breach of an Insider’s fiduciary duty to keep it confidential or was misappropriated; or
·
communicating or tipping material, non-public information to others, including recommending the purchase or sale of
the securities while in possession of such information.
As noted above, for purposes of this Statement, the terms “purchase” and “sell” of securities exclude the acceptance of
options granted by the issuer thereof and the exercise of options that does not involve the sale of securities.  Among other things, the
cashless exercise of options does involve the sale of securities and therefore is subject to the policies set forth in this Statement.
A.
What Facts are Material?
The materiality of a fact depends upon the circumstances.  A fact is considered “material” if it could reasonably be
expected to affect the decision of a reasonable investor to buy, sell or hold the Company’s securities or where the fact is likely to have a
significant effect on the market price of the Company’s securities.  Material Information can be positive or negative and can relate to
virtually any aspect of a company’s business or to any type of securities, debt or equity.
Examples of Material Information include (but are not limited to) information concerning:
·
dividends;
·
corporate earnings or earnings forecasts;
·
changes in financial condition or asset value;
·
negotiations for the mergers or acquisitions or dispositions of significant subsidiaries or assets;

5
·
negotiations for material business alliance and collaboration arrangements;
·
significant new contracts or the loss of a significant contract;
·
significant new products or services;
·
significant marketing plans or changes in such plans;
·
capital investment plans or changes in such plans;
·
material litigation, administrative action or governmental investigations or inquiries about the Company or any of its
affiliated companies, officers or directors;
·
significant borrowings or financings;
·
defaults on borrowings;
·
new equity or debt offerings;
·
significant personnel changes;
·
changes in accounting methods and write-offs; and
·
any substantial change in industry circumstances or competitive conditions which could significantly affect the
Company’s earnings or prospects for expansion.
A good general rule of thumb: when in doubt, do not trade.   One convenient rule of thumb in making this
determination is to ask yourself, “Would the person on the other side of this transaction still want to complete the trade at this price if he
or she knew what I know about the Company?”  If the answer is “no,” chances are you possess material, non-public information.
B.
What is Non-public?
Information is “non-public” if it has not been disclosed in a manner that allows it to be widely disseminated.  In order
for information to be considered public, it must be widely disseminated in a manner making it generally available to investors such as in
a press release or in the Company’s filing with the United States Security and Exchange Commission (the “SEC”), or through such media
as Dow Jones, Reuters Economic Services, The Wall Street Journal, Bloomberg, Associated Press, PR Newswire or United Press
International.  The circulation of rumors, even if accurate and reported in the media, does not constitute effective public dissemination.
In addition, even after a public announcement, a reasonable period of time must lapse in order for the market to react to
the information.  Generally, one should allow approximately forty-eight (48) hours following publication as a reasonable waiting period
before such information is deemed to be public.

6
C.
Who is an Insider?
Insiders include all directors, officers, employees and consultants of the Company or any other person or entity (a) over
which an individual mentioned above exercises influence or control of its investment decisions, or (b) which effects a transaction in the
Company’s securities, which securities are in fact beneficially owned by any of the individuals mentioned above.   Insiders have
independent fiduciary duties to their company and its stockholders not to trade on material non-public information relating to the
company’s securities.   In addition, family members and friends of Insiders as well as professional advisors of the Company (e.g.
accountants, attorneys, investment bankers and consultants) who receive material, non-public information about the Company may also
fall under the definition of Insiders of the Company.
It should be noted that trading by members of an Insider’s family members can be the responsibility of such Insider
under certain circumstances and could give rise to legal and Company-imposed sanctions.
D.
Trading by Persons Other than Insiders
Insiders are also prohibited from disclosing material non-public information, or making a recommendation or
expressing an opinion regarding the Company’s securities based on such information, to others who might use the information to trade in
the Company’s securities.  Both the Insider who communicated the material non-public information and the person who receives and
uses such information (the “Tippee”) may be liable under United States securities laws.
Persons other than Insiders also can be liable for insider trading, including Tippees who trade on material, non-public
information tipped to them or individuals who trade on material, non-public information which has been misappropriated.  Tippees
inherit an Insider’s duties and are liable for trading on material, non-public information illegally tipped to them by an Insider.  Similarly,
just as Insiders are liable for the insider trading of their Tippees, so are Tippees who pass the information along to others who trade.  In
other words, a Tippee’s liability for insider trading is no different from that of an Insider.  Tippees can obtain material, non-public
information by receiving overt tips from others or through, among other things, conversations at social, business, or other gatherings.
E.
Penalties for Engaging in Insider Trading
Penalties for trading on or tipping material, non-public information can extend significantly beyond any profits made
or losses avoided, both for individuals engaging in such unlawful conduct and their employers.   The SEC and the United States
Department of Justice have made the civil and criminal prosecution of insider trading violations a top priority.  Enforcement remedies
available to the government or private plaintiffs under the federal securities laws include:
·
SEC administrative sanctions;
·
securities industry self-regulatory organization sanctions;
·
civil injunctions;
·
damage awards to private plaintiffs;

7
·
disgorgement of all profits;
·
civil fines for the violator of up to three times the amount of profit gained or loss avoided;
·
civil fines for the employer or other controlling person of a violator (i.e., where the violator is an employee or other
controlled person) of up to the greater of US$1,000,000 or three times the amount of profit gained or loss avoided by
the violator;
·
criminal fines for individual violators of up to US$5,000,000 (US$25,000,000 for an entity); and
·
jail sentences of up to 20 years.
In addition, insider trading could result in serious sanctions by the Company, including immediate dismissal.  Insider
trading violations are not limited to violations of the federal securities laws: other federal and state civil or criminal laws, such as the
laws prohibiting mail and wire fraud and the United States Racketeer Influenced and Corrupt Organizations Act (RICO), may also be
violated upon the occurrence of insider trading.

8
IV.
 TRANSACTIONS UNDER Rule 10b5-1 PLANS
Implementation of a trading plan under Rule 10b5-1 under the Exchange Act, allows a person to place a standing order
with a broker to purchase or sell Company securities, so long as the plan specifies the dates, prices and amounts of the planned trades or
establishes a formula for those purposes.  Trades executed pursuant to a Rule 10b5-1 plan that meets the requirements listed below may
generally be executed even though the person who established the plan may be in possession of material non-public information at the
time of the trade. Any other trading plans that are not implemented under Rule 10b5-1, that do not have the protections of Rule 10b5-1,
are referred to as non-Rule 10b5-1 plans.
A Rule 10b5-1 plan may only be established when a person is not in possession of material non-public information and
when a blackout period is not in effect.  Anyone subject to this Policy who wishes to enter into a Rule 10b5-1 plan must submit the Rule
10b5-1 plan to the Legal Department for prior, written approval. Subsequent termination or modifications to any Rule 10b5-1 plans must
also be pre-approved by the Legal Department.
Whether or not pre-approval will be granted will depend on all the facts and circumstances at the time, but the
following guidelines should be kept in mind:
·
The Rule 10b5-1 plan must be in writing and entered into only when a blackout period is not in effect and when the
individual is not in possession of material non-public information;
·
The Rule 10b5-1 plan must be adopted in good faith and not as part of a plan or scheme to evade the anti-fraud rules under
the federal securities laws, and the individual must at all times act in good faith with respect to the Rule 10b5-1 plan;
·
Any person adopting the Rule 10b5-1 plan who serves as a director or Section 16 officer (an officer who is subject to the
reporting and liability provisions of Section 16 of the Exchange Act, including the Company’s executive officers and its
principal accounting officer or controller) of the Company must certify in writing, in the terms of the Rule 10b5-1 plan
agreement, that, at the time of the adoption of a Rule 10b5-1 plan (whether a new plan or due to a Termination
Modification, as defined below): (1) they are not aware of material nonpublic information about the Company or the
Company’s securities; and (2) they are adopting the plan in good faith and not as part of a plan or scheme to evade the
prohibitions of Rule 10b-5;
·
Any modification to the amount, price or timing of the purchase or sale of securities under the Rule 10b5-1 plan, as well as
any change to an algorithm or computer program affecting such factors shall be deemed to be a termination of the current
Rule 10b5-1 plan and the adoption of a new Rule 10b5-1 plan for purposes of restarting the Cooling-Off Period (as defined
below) (any such modification, a “Termination Modification”);
·
The first trade made following adoption or Termination Modification of a Rule 10b5-1 Plan of a Section 16 officer or
director of the Company may take place no sooner than the later of (i) 90 calendar days from adoption or modification and
(ii) the second business day after the Company announces its financial results in a Form 20-F or Form 6-K for the quarter in
which the Rule 10b5-1 plan is adopted or amended by a

9
Termination Modification (but in any event, not to exceed 120 days following the Rule 10b5-1 plan’s adoption or any
Termination Modification of such Rule 10b5-1 plan) (the “Officer Cooling-Off Period”). For individual other than Section
16 officers and directors of the Company, the Cooling-Off Period must be at least 30 days following the Rule 10b5-1 plan’s
adoption or any Termination Modification of such Rule 10b5-1 plan (the “non-Officer Cooling-Off Period”; together with
Officer Cooling-Off Period, the “Cooling-Off Period”);
·
Except as permitted by the Legal Department and subject to the limitations under Rule 10b5-1, any directors, officers,
employees and consultants of the Company may not have more than one Rule 10b5-1 plan in effect at any given time, and
no transactions may be effected outside the Rule 10b5-1 plan;
·
If a Rule 10b5-1 Plan is meant to effect a single transaction, any directors, officers, employees and consultants of the
Company may not have had another single-trade plan (10b5-1 or otherwise) during the prior 12-month period;
·
The Rule 10b5-1 plans must permit its termination by the Company at any time when the Company believes that trading
pursuant to its terms may not lawfully occur;
·
The Rule 10b5-1 plan should, in the absence of special circumstances, be for a period of not less than one year;
·
The Rule 10b5-1 plan should provide for relatively simple pricing parameters (e.g., limit orders), rather than complex
formulae for determining when trading under the Rule 10b5-1 plan may occur and at what price;
·
There may generally not be a termination or Termination Modification of a Rule 10b5-1 plan once it is executed to avoid
calling into question the original “bona fides” of the Rule 10b5-1 plan; any Termination Modification must be made only
during a non-blackout period when the person is not in possession of material non-public information and transactions
under the amended Rule 10b5-1 plan may not commence until the Cooling-Off Period, beginning at the execution of the
Termination Modification, has elapsed; and
·
Rule 10b5-1 plans do not obviate the need to file Form 144 and the fact that a reported transaction was made or is to be
made pursuant to a Rule 10b5-1 should be noted on the form.
Information regarding adoption, modification, termination and material terms of any trading plan (including any
modification or change to the plan), including both Rule 10b5-1 plans and non-Rule 10b5-1 plans, may be required to be disclosed in the
Company’s annual report on Form 20-F.
A copy of the executed version of any pre-cleared trading plan, both Rule 10b5-1 plans and non-Rule 10b5-1 plans, or
any pre-cleared amendment to or modification or termination of a trading plan must be provided to the Legal Department for retention in
accordance with the Company’s record retention policy.

10
CERTIFICATION OF COMPLIANCE
TO:
Legal Department
FROM:
______________________________
RE:
AMBER INTERNATIONAL HOLDING LIMITED STATEMENT OF POLICIES OF GOVERNING MATERIAL,
NON-PUBLIC INFORMATION AND THE PREVENTION OF INSIDER TRADING
I have received, reviewed, and understand the policies set forth in the referenced Statement of Policies (such policies,
as from time to time amended, the “Policy”) and hereby undertake, as a condition to my present and continued employment at or
association with Amber International Holding Limited, to comply fully with the Policies.
I hereby certify that I have adhered to the Policy during the time period that I have been employed by or associated
with Amber International Holding Limited or any of its subsidiaries or affiliated entities.
I agree to adhere to the Policy in the future.
___________________________
Name:
Title:
___________________________
Date

11
Attachment A
Form of Trading Clearance Application
Name:______________________________________________________________________________________________________
Title:_______________________________________________________________________________________________________
Proposed Transaction Date:_____________________________________________________________________________________
Type of Security to be Traded:___________________________________________________________________________________
Type of Transaction (Hedge / Pledge/ Purchase / Sale / Entry into 10b5-1 Plan or other non-Rule 10b5-1 plan (if plan, please attach) /
Gift):_______________________________________________________________________________________________________
Number of Shares Involved (if applicable):_________________________________________________________________________
Certification
I hereby certify that I am not in possession of any material non-public information about the Company and / or its subsidiaries.   I
understand that material non-public information is information concerning the Company that (a) is not generally known to the public;
and (b) if publicly known, would be likely to affect either the market price of Company Securities or a person’s decision to buy, sell or
hold Company Securities. If entering into a Rule 10b5-1 Plan or other non-Rule 10b5-1 plan, I am adopting the plan in good faith and not
as part of a plan or scheme to evade the prohibitions of Rule 10b-5. I understand that if I trade while in possession of material non-public
information, I may be subject to severe civil or criminal penalties, and may be subject to discipline by the Company up to and including
termination for cause.
__________________________________
Name:
Date:
Review and Decision
The undersigned has reviewed the foregoing application and approves / prohibits (circle one) the proposed trade(s).
__________________________________
Name:
Title:
Date:

12
Acknowledgement
The undersigned hereby acknowledges that he/she has read and understands, and agrees to comply with, the
Company’s Statement of Policies Governing Material Non-Public Information and the Prevention of Insider Trading.
Name Printed:
Date:

Exhibit 12.1
Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Wayne Huo, certify that:
1.
I have reviewed this annual report on Form 20-F of Amber International Holding Limited;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods
presented in this report;
4.
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the company, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d)
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the
period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the
company’s internal control over financial reporting.
5.
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons
performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and
report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the
company’s internal control over financial reporting.
Date: April 29, 2025
By:
/s/ Wayne Huo
Name:Wayne Huo
Title: Chief Executive Officer

Exhibit 12.2
Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Josephine Ngai Yuk Chun, certify that:
1.
I have reviewed this annual report on Form 20-F of Amber International Holding Limited;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods
presented in this report;
4.
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the company, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d)
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the
period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the
company’s internal control over financial reporting.
5.
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons
performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and
report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the
company’s internal control over financial reporting.
Date: April 29, 2025
By:
/s/ Josephine Ngai Yuk Chun
Name:Josephine Ngai Yuk Chun
Title: Chief Financial Officer

Exhibit 13.1
Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002
In connection with the annual report of Amber International Holding Limited (the “Company”) on Form 20-F for the fiscal
year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Wayne Huo,
Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to my knowledge:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Date: April 29, 2025
By:
/s/ Wayne Huo
Name:Wayne Huo
Title: Chief Executive Officer

Exhibit 13.2
Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002
In connection with the annual report of Amber International Holding Limited (the “Company”) on Form 20-F for the fiscal
year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Josephine
Ngai Yuk Chun, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Date: April 29, 2025
By:
/s/ Josephine Ngai Yuk Chun
Name:Josephine Ngai Yuk Chun
Title: Chief Financial Officer

Exhibit 15.1
Office: +852 2801 6066
Mobile: +852 9718 8740
Email: rthorp@tta.lawyer
Amber International Holding Limited
1 Wallich Street
#30-02 Guoco Tower
Singapore 078881
29 April 2025
Dear Sirs
Amber International Holding Limited
We have acted as legal advisers as to the laws of the Cayman Islands to Amber International Holding Limited, a Cayman Islands
exempted company incorporated with limited liability (the “Company”), in connection with the filing by the Company with the United
States Securities and Exchange Commission (the “SEC”) of an annual report on Form 20-F for the year ended 31 December 2024
(“Form 20-F”).
We hereby consent to the reference of our name under the headings, “Enforceability of Civil Liabilities — Cayman Islands” and
“Additional Information — E. Taxation — Cayman Islands Taxation” in the Form 20-F, and further consent to the incorporation by
reference of the summaries of our opinions under these captions into iClick Interactive Asia Group Limited’s registration statement on
Form S-8 (File No. 333-225568) that was filed on 12 June 2018, Form S-8 (File No. 333-227747) that was filed on 9 October 2018 and
Form S-8 (File No. 333-253596) that was filed on 26 February 2021.
Yours faithfully
/s/ TRAVERS THORP ALBERGA
TRAVERS THORP ALBERGA

Exhibit 15.2
北京市朝阳区建国路77号华贸中心3号写字楼34层
电话：010 5809 1000   传真：010 5809 1000   邮编：100025
北京 | 上海 | 深圳 | 成都 | 南京 | 香港| 杭州| 三亚
April 29, 2025
Amber International Holding Limited
1 Wallich Street,
#30-02 Guoco Tower,
Singapore
Dear Sir/Madam:
We hereby consent to the references to our firm’s name under the headings “Enforceability of Civil Liabilities—PRC”, “Item 3. Key
Information—Termination of the Company’s Status as China Concept Stock”, “Item 3. Key Information—D. Risk Factors—Risks
Related to our Business—We rely on the contractual arrangements that establish the structure for certain of our operations in mainland
China”, “Item 3. Key Information—D. Risk Factors—Risks Related to our Business—We are subject to risks surrounding the evolving
laws and regulations regarding cybersecurity, information security, privacy and data protection and other related laws and requirements
in China”, and “Item 10. Additional Information—E. Taxation—PRC Taxation” in the Annual Report of Amber International Holding
Limited on Form 20-F for the year ended December 31, 2024 (the “Annual Report), which is filed with the Securities and Exchange
Commission on the date hereof. We also consent to the filing of this consent letter with the SEC as an exhibit to the Annual Report.
In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated
thereunder.
Yours faithfully,
/s/ Jingtian & Gongcheng
Jingtian & Gongcheng

Exhibit 15.3
April 29, 2025
Amber International Holding Limited
c/o 1 Wallich Street
#30-02, Guoco Tower
Singapore 078881
Dear Sir/Madam:
We hereby consent to the references to our firm’s name under the heading “Item 3. Key Information—Termination of the Company’s
Status as China Concept Stock” and “Item 4. Information of the Company—A. History and Development of the Company” in the Annual
Report of iClick Interactive Asia Group Limited on Form 20-F for the year ended December 31, 2024 (the “Annual Report”), which is
filed with the Securities and Exchange Commission on the date hereof. We also consent to the filing of this consent letter with the SEC
as an exhibit to the Annual Report.
In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated
thereunder.
Yours faithfully,
/s/ Commerce & Finance Law Offices
     Commerce & Finance Law Offices

Harry Elias Partnership LLP is a limited liability partnership registered in Singapore under the Limited Liability Partnerships Act 2005, UEN T10LL0175E and with our registered place of business at 4 Shenton Way #17-01 SGX Centre 2 Singapore 068807. We
are regulated by the Law Society of Singapore and the Legal Services Regulatory Authority.
Exhibit 15.4
Harry Elias Partnership LLP
SGX Centre 2, #17-01
4 Shenton Way
Singapore 068807
T: +65 6535 0550 

F: +65 6438 0550

www.harryelias.com
We do not accept service of court
documents by fax
For the attention of Board of Directors
Amber International Holding Limited
c/o 1 Wallich Street 

#30-02, Guoco Tower
Singapore 078881
Date:
Your ref:
Our ref:
Direct:
Email:
29 April 2025
2025.044314.CT
+65 6361 9392 / 863 

claudiateo@harryelias.com
tienweitan@harryelias.com
By email only
Dear Sirs,
AMBER INTERNATIONAL HOLDING LIMITED – FORM 20-F
We refer to the Form 20-F to be filed by Amber International Holding Limited (“Company”) with the United States Securities and Exchange
Commission on or around 29 April 2025 (or such other date as the Company may determine).
All capitalised terms used in this letter shall have the same meaning as defined in the Form 20-F.
We, Harry Elias Partnership LLP, named as the legal adviser to the Company as to Singapore laws, do hereby consent to the reference of our
name under the headings, “Enforceability of Civil Liabilities-Singapore”, “Item 4. Information on the Company – B. Business Overview –
Regulation - Singapore”, “Item 5B. Liquidity and Capital Resources – Holding Company Structure” and “Item 10. Additional Information – E.
Taxation – Singapore Taxation” in the Form 20-F.
Save for the matters opined in the abovementioned headings in the Form 20-F only, we do not make, or purport to make, any statement in the Form
20-F and are not aware of any statement in the Form 20-F which purports to be based on a statement made by us, and we make no representation,
express or implied, regarding, and to the extent permitted by law, take no responsibility for, any statement in or omission from the Form 20-F.
Yours faithfully
/s/ Claudia Teo
Name: Claudia Teo
Designation: Partner
For and on behalf of
Harry Elias Partnership LLP

Exhibit 15.5
29 April 2025
21st Floor
8 Queen’s Road Central
Hong Kong
Tel +852 3700 4000
Fax +852 3700 4099
Amber International Holding Limited
1 Wallich Street
#30-02 Guoco Tower
Singapore 078881
Partners
Chan Ho Ming
Chan Tak Yi
Lau Yeung Yeung
www.taylorwessing.com
Our Ref.: HMC102-035.MC
Dear Sirs,
Form 20-F of Amber International Holding Limited for the year ended 31 December 2024
We have acted as legal advisers as to the laws of Hong Kong to Amber International Holding Limited, a Cayman Islands exempted
company incorporated with limited liability (the “Company”), in connection with the filing by the Company with the United States
Securities and Exchange Commission (the “SEC”) of an annual report on Form 20-F for the year ended 31 December 2024 (“Form 20-
F”).
We hereby consent to the reference of our name under the heading, “Enforceability of Civil Liabilities – Hong Kong”, “Item 4.
Information on the Company – B. Business Overview – V. Regulation – Hong Kong,” “Item 5B. Liquidity and Capital Resources –
Holding Company Structure” and “Item 10. Additional Information – E. Taxation – Hong Kong Taxation” in the Form 20-F, and further
consent to the incorporation of our opinions in the statements set forth in the Company’s Form 20-F to the extent related to Hong Kong
law under the captions “Enforceability of Civil Liabilities – Hong Kong”, “, “Item 4. Information on the Company – B. Business
Overview – V. Regulation – Hong Kong,” “Item 5B. Liquidity and Capital Resources – Holding Company Structure” and “Item 10.
Additional Information – E. Taxation – Hong Kong Taxation”. Save for the above, our consent is not to be read as extending, by
implication or otherwise, to any other matter.
Yours faithfully,
/s/ Taylor Wessing
Taylor Wessing
Taylor Wessing is a firm of Hong Kong solicitors regulated by the Law Society of Hong Kong and practising Hong Kong law.

Exhibit 15.6
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement on Form S-8 (Registration No. 333-225568, 333-227747 and
333-253596) of Amber International Holding Limited and its subsidiaries (collectively the “Company”) of our report dated April 29,
2025 with respect to our audit of the consolidated financial statements of the Company for the year ended December 31, 2024, and the
adjustments to the 2023 and 2022 consolidated financial statements to retrospectively present discontinued operations as disclosed in
Note 5 and the adoption of the change in disclosures for segment reporting as disclosed in Note 2(ak), which are included in its Annual
Report on Form 20-F, filed with the Securities and Exchange Commission.
/s/ WWC, P.C.
San Mateo, California
WWC, P.C.
April 29, 2025
Certified Public Accountants
PCAOB ID: 1171

Exhibit 15.7
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-225568, No. 333-227747, and
No. 333-253596) of Amber International Holding Limited (formerly known as iClick Interactive Asia Group Limited) of our report dated
June 20, 2024 relating to the consolidated financial statements, which appears in this Form 20-F.
/s/ PricewaterhouseCoopers
Hong Kong, the People’s Republic of China
April 29, 2025

Exhibit 16.1
April 29, 2025
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read the statements made by Amber International Holding Limited (formerly known as iClick Interactive Asia Group Limited)
pursuant to Item 16F of Form 20-F (copy attached), which we understand will be filed with the Securities and Exchange Commission as
part of the Form 20-F of Amber International Holding Limited dated April 29, 2025.  We agree with the statements concerning our Firm 
contained therein.
Very truly yours,
/s/ PricewaterhouseCoopers
Hong Kong, the People’s Republic of China
ATTACHMENT –CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
The Company engaged WWC. P.C. Certified Professional Accountants (“WWC”) as our independent registered public accounting firm,
effective September 30, 2024. The appointment of WWC was approved by the audit committee of the board of directors of the Company.
On September 30, 2024, PricewaterhouseCoopers (“PwC”), our former independent registered public accounting firm, declined to stand
for re-election.
The reports of PwC on the Company’s consolidated financial statements for the fiscal years ended December 31, 2023 and 2022
contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting
principles, except in the year ended December 31, 2023, the report included an emphasis of matter paragraph regarding the Company’s
continuing losses from operations, accumulated deficits and operating cash outflows, decreasing cash and cash equivalents and breaching
of certain financial covenants set out in one of the loan agreements, together with the Company’s evaluation of the conditions and events
and the Company’s plans to mitigate these matters.
During the fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through September 30, 2024, there have
been (i) no disagreements (as defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions thereto) between the Company and
PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of PwC, would have caused them to make reference thereto in their reports on the
Company’s consolidated financial statements for such years, and (ii) no reportable events (as defined in Item 16F(a)(1)(v) of Form 20-F),
except for the two material weaknesses identified relate to (1) the lack of sufficient accounting personnel with appropriate understanding
of U.S. GAAP and SEC reporting requirements, and (2) the lack of an up-to-date manual of accounting policies and procedures to
facilitate preparation of U.S. GAAP financial statements, which could result in adjustments to U.S. GAAP not identified in a timely and
complete manner, causing material misstatements in the Company’s financial reporting as disclosed under Item 15 of the Company’s
annual report on Form 20-F for the fiscal years ended December 31, 2023 and 2022.
The audit committee of the board of directors discussed the two material weaknesses with PwC and the Company has authorized PwC to
respond fully to inquiries of the successor auditor regarding the two material weaknesses.
We have provided PwC with a copy of the disclosures it is making in response to this Item 16F of this annual report on Form 20-F and
requested that PwC furnish us with a letter addressed to the SEC indicating whether it agrees with the above statements, and if not,
stating the respects in which it does not agree. A copy of PwC’s letter dated April 29, 2025, is filed hereto as Exhibit 16.1 to this annual
report.
During the fiscal years of ended December 31, 2023 and 2022 and the subsequent interim period through September 30, 2024, neither the
Company nor anyone acting on its behalf consulted with WWC regarding either (i) the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial
statements, and neither a written report was provided to the Company nor was oral advice provided that WWC concluded was an
important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any
matter that was either the subject of a disagreement (as defined in Item 16F(a)(1)(iv) and the related instructions), or a reportable event
(as defined in Item 16F(a)(1)(v) of Form 20-F).

1
Exhibit 97.1
AMBER INTERNATIONAL HOLDING LIMITED
POLICY FOR THE
RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
1.Purpose. The purpose of this Policy is to describe the circumstances in which Executive Officers will be required to repay or return
Erroneously Awarded Compensation to the Company in accordance with the Clawback Rules. Each Executive Officer shall be required
to sign and return to the Company the Acknowledgement and Acceptance Form attached hereto as Exhibit A pursuant to which such
Executive Officer will acknowledge that he or she is bound by the terms of this Policy; provided, however, that this Policy shall apply to,
and be enforceable against, any Executive Officer and his or her successors (as specified in Section ‎11 of this Policy) regardless of
whether or not such Executive Officer properly signs and returns to the Company such Acknowledgement and Acceptance Form and
regardless of whether or not such Executive Officer is aware of his or her status as such.
2.Administration. Except as specifically set forth herein, this Policy shall be administered by the Administrator. Any determinations
made by the Administrator shall be final and binding on all affected individuals and need not be uniform with respect to each individual
covered by this Policy. Subject to any limitation under applicable law, the Administrator may authorize and empower any officer or
employee of the Company to take any and all actions necessary or appropriate to carry out the purpose and intent of this Policy (other
than with respect to any recovery under this Policy involving such officer or employee).
3.Definitions. For purposes of this Policy, the following capitalized terms shall have the meanings set forth below.
(a)“Accounting Restatement” shall mean an accounting restatement: (i) due to the material noncompliance of the Company
with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in
previously issued financial statements that is material to the previously issued financial statements (a “Big R” restatement); or (ii) that
would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little
r” restatement).
(b)“Administrator” shall mean the Committee or any other committee designated by the Board to administer the Policy, and in
the absence of such designation, the Board.
(c)“Board” shall mean the Board of Directors of the Company.
(d)“Clawback Eligible Incentive Compensation” shall mean, with respect to each individual who served as an Executive
Officer at any time during the applicable performance period for any Incentive-based Compensation (whether or not such individual is
serving as an Executive Officer at the time the Erroneously Awarded Compensation is required to be repaid to the Company), all
Incentive-based Compensation Received by such individual: (i) on or after the Effective Date; (ii) after beginning service as an Executive
Officer; (iii) while the Company has a class of securities listed on the Listing Exchange; and (iv) during the applicable Clawback Period.

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(e)“Clawback Period” shall mean, with respect to any Accounting Restatement, the three completed fiscal years of the
Company immediately preceding the Restatement Date and any transition period (that results from a change in the Company’s fiscal
year) of less than nine months within or immediately following those three completed fiscal years.
(f)“Clawback Rules” shall mean Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC
thereunder (including Rule 10D-1 under the Exchange Act) or the Listing Exchange pursuant to Rule 10D-1 under the Exchange Act
(including Nasdaq Stock Market Listing Rule 5608), in each case as may be in effect from time to time.
(g)“Committee” shall mean the Compensation Committee of the Board.
(h)“Company” shall mean Amber International Holding Limited (and as the Administrator determines is applicable, together
with each of its direct and indirect subsidiaries and other consolidated entities).
(i)“Effective Date” shall mean March 12, 2025.
(j)“Erroneously Awarded Compensation” shall mean, with respect to each Executive Officer in connection with an Accounting
Restatement, the amount of Clawback Eligible Incentive Compensation that exceeds the amount of Clawback Eligible Incentive
Compensation that otherwise would have been Received had it been determined based on the restated amounts, computed without regard
to any taxes paid.
(k)“Executive Officer” shall mean any individual who is or was an executive officer as determined by the Administrator in
accordance with the definition of “executive officer” as set forth in the Clawback Rules and any other senior executive, employee or
other personnel of the Company who may from time to time be deemed subject to the Policy by the Administrator. For the avoidance of
doubt, the Administrator shall have full discretion to determine which individuals in the Company shall be considered an “Executive
Officer” for purposes of this Policy. A list of “Executive Officers” for purposes of this policy is set forth in Exhibit B, which may be
revised from time to time at the sole discretion of the Administrator.
(l)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.
(m)“Financial Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting
principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such
measures. Stock price and total shareholder return shall for purposes of this Policy be considered Financial Reporting Measures. For the
avoidance of doubt, a Financial Reporting Measure need not be presented within the Company’s financial statements or included in a
filing with the SEC.
(n)“Incentive-based Compensation” shall mean any compensation that is granted, earned or vested based wholly or in part
upon the attainment of a Financial Reporting Measure.
(o)“Impracticable” shall mean, in accordance with the good faith determination of the Committee, or if the Committee does not
consist of independent directors, a majority of the independent directors serving on the Board, that either: (i) the direct expenses paid to a
third party to

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assist in enforcing the Policy against an Executive Officer would exceed the amount to be recovered, after the Company has made a
reasonable attempt to recover the applicable Erroneously Awarded Compensation, documented such reasonable attempt(s) and provided
such documentation to the Listing Exchange; (ii) recovery would violate Cayman Islands law where that law was adopted prior to
November 28, 2022, provided that, before concluding that it would be Impracticable to recover any amount of Erroneously Awarded
Compensation based on violation of Cayman Islands law, the Company has obtained an opinion of Cayman Islands counsel, acceptable
to the Listing Exchange, that recovery would result in such a violation and a copy of the opinion is provided to the Listing Exchange; or
(iii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of
the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
(p)“Listing Exchange” shall mean the Nasdaq Stock Market or such other U.S. national securities exchange or national
securities association on which the Company’s securities are listed.
(q)“Method of Recovery” shall include, but is not limited to: (i) requiring reimbursement of Erroneously Awarded
Compensation; (ii) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any
equity-based awards; (iii) offsetting the Erroneously Awarded Compensation from any compensation otherwise owed by the Company to
the Executive Officer; (iv) cancelling outstanding vested or unvested equity awards; and/or (v) taking any other remedial and recovery
action permitted by applicable law, as determined by the Administrator.
(r)“Policy” shall mean this Policy for the Recovery of Erroneously Awarded Compensation, as the same may be amended and/or
restated from time to time.
(s)“Received” shall, with respect to any Incentive-based Compensation, mean deemed receipt and Incentive-based
Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the
Incentive-based Compensation award is attained, even if the payment or grant of the Incentive-based Compensation occurs after the end
of that period. For the avoidance of doubt, Incentive-Based Compensation that is subject to both a Financial Reporting Measure vesting
condition and a service-based vesting condition shall be considered received when the Financial Reporting Measure is achieved, even if
the Incentive-Based Compensation continues to be subject to the service-based vesting condition.
(t)“Restatement Date” shall mean the earlier to occur of: (i) the date the Board, a committee of the Board or the officer or
officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded,
that the Company is required to prepare an Accounting Restatement; or (ii) the date a court, regulator or other legally authorized body
directs the Company to prepare an Accounting Restatement.
(u)“SEC” shall mean the U.S. Securities and Exchange Commission.
4.Repayment of Erroneously Awarded Compensation.
(a)In the event the Company is required to prepare an Accounting Restatement, the Administrator shall reasonably promptly (in
accordance with the applicable Clawback Rules) determine the amount of any Erroneously Awarded Compensation for each Executive
Officer in connection with such Accounting Restatement and shall reasonably promptly thereafter provide each

4
Executive Officer with written notice containing the amount of Erroneously Awarded Compensation and a demand for repayment or
return, as applicable. For Clawback Eligible Incentive Compensation based on stock price or total shareholder return where the amount
of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable
Accounting Restatement, the amount shall be determined by the Administrator based on a reasonable estimate of the effect of the
Accounting Restatement on the stock price or total shareholder return upon which the Clawback Eligible Incentive Compensation was
Received (in which case, the Company shall maintain documentation of such determination of that reasonable estimate and provide such
documentation to the Listing Exchange). The Administrator is authorized to engage, on behalf of the Company, any third-party advisors
it deems advisable in order to perform any calculations contemplated by this Policy. For the avoidance of doubt, recovery under this
Policy with respect to an Executive Officer shall not require the finding of any misconduct by such Executive Officer or such Executive
Officer being found responsible for the accounting error leading to an Accounting Restatement.
(b)In the event that any repayment of Erroneously Awarded Compensation is owed to the Company, the Administrator shall
recover reasonably promptly the Erroneously Awarded Compensation through any Method of Recovery it deems reasonable and
appropriate in its discretion based on all applicable facts and circumstances and taking into account the time value of money and the cost
to shareholders of delaying recovery. For the avoidance of doubt, except to the extent permitted pursuant to the Clawback Rules, in no
event may the Company accept an amount that is less than the amount of Erroneously Awarded Compensation in satisfaction of an
Executive Officer’s obligations hereunder. Notwithstanding anything herein to the contrary, the Company shall not be required to take
the actions contemplated in this Section ‎4(b) if recovery would be Impracticable.  In implementing the actions contemplated in this
Section ‎4(b), the Administrator will act in accordance with the listing standards and requirements of the Listing Exchange and with the
applicable Clawback Rules.
(c)Subject to the discretion of the Administrator, an applicable Executive Officer may be required to reimburse the Company for
any and all expenses reasonably incurred (including legal fees) by the Company in recovering Erroneously Awarded Compensation in
accordance with Section ‎4(b).
5.Reporting and Disclosure. The Company shall file all disclosures with respect to this Policy in accordance with the requirements of
U.S. federal securities laws, including any disclosure required by applicable SEC rules.
6.Indemnification Prohibition. The Company shall not be permitted to indemnify any Executive Officer against the loss of any
Erroneously Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy and/or pursuant to the
Clawback Rules, including any payment or reimbursement for the cost of third-party insurance purchased by any Executive Officer to
cover any such loss under this Policy and/or pursuant to the Clawback Rules. Further, the Company shall not enter into any agreement
that exempts any Incentive-based Compensation from the application of this Policy or that waives the Company’s right to recovery of
any Erroneously Awarded Compensation and this Policy shall supersede any such agreement (whether entered into before, on or after the
Effective Date). Any such purported indemnification (whether oral or in writing) shall be null and void.

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7.Interpretation. The Administrator is authorized to interpret and construe this Policy and to make all determinations necessary,
appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent
with the requirements of the Clawback Rules. The terms of this Policy shall also be construed and enforced in such a manner as to
comply with applicable law, including the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection
Act, and any other law or regulation that the Administrator determines is applicable.  In the event any provision of this Policy is
determined to be unenforceable or invalid under applicable law, such provision shall be applied to the maximum extent permitted by
applicable law and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform
to any limitations required by applicable law.
8.Effective Date. This Policy shall be effective as of the Effective Date.
9.Amendment; Termination. The Administrator may modify or amend this Policy, in whole or in part, from time to time in its discretion
and shall amend any or all of the provisions of this Policy as it deems necessary, including as and when it determines that it is legally
required by the Clawback Rules, or any federal securities law, SEC rule or Listing Exchange rule. The Administrator may terminate this
Policy at any time, and this Policy shall remain in effect only so long as the Clawback Rules apply to the Company. Notwithstanding
anything in this Section ‎9 to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination
would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the
Company to violate the Clawback Rules, or any federal securities law, SEC rule or Listing Exchange rule. Furthermore, unless otherwise
determined by the Administrator or as otherwise amended, this Policy shall automatically be deemed amended in a manner necessary to
comply with any change in the Clawback Rules.
10.Other Recoupment Rights; No Additional Payments. The Administrator intends that this Policy will be applied to the fullest extent
permitted by applicable law. The Administrator may require that any employment agreement, equity award agreement, or any other
agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require an Executive
Officer to agree to abide by the terms of this Policy. Executive Officers shall be deemed to have accepted continuing employment on
terms that include compliance with the Policy, to the extent of its otherwise applicable provisions, and to be contractually bound by its
enforcement provisions. Executive Officers who cease employment or service with the Company shall continue to be bound by the terms
of the Policy with respect to Clawback Eligible Incentive Compensation. Any right of recoupment under this Policy is in addition to, and
not in lieu of, any other remedies or rights of recoupment that may be available to the Company under applicable law, regulation or rule
or pursuant to the terms of any similar policy in any employment agreement, cash-based bonus plan, equity award agreement or similar
agreement and any other legal remedies available to the Company. To the extent that an Executive Officer has already reimbursed the
Company for any Erroneously Awarded Compensation Received under any duplicative recovery obligations established by the Company
or applicable law, it shall be appropriate for any such reimbursed amount to be credited to the amount of Erroneously Awarded
Compensation that is subject to recovery under this Policy, as determined by the Administrator in its sole discretion. Nothing in this
Policy precludes the Company from implementing any additional clawback or recoupment policies with respect to Executive Officers or
any other service provider of the Company. Application of this Policy does not preclude the Company from taking any other action to
enforce any Executive Officer’s obligations to the

6
Company, including termination of employment or institution of civil or criminal proceedings or any other remedies that may be
available to the Company with respect to any Executive Officer.
11.Successors. This Policy shall be binding and enforceable against all Executive Officers and their beneficiaries, estates, heirs,
executors, administrators or other legal representatives to the extent required by the Clawback Rules or as otherwise determined by the
Administrator.
***

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Exhibit A
AMBER INTERNATIONAL HOLDING LIMITED
POLICY FOR THE
RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
ACKNOWLEDGEMENT AND ACCEPTANCE FORM
Capitalized terms used but not otherwise defined in this Acknowledgement and Acceptance Form shall have the meanings ascribed to
such terms in the Amber International Holding Limited Policy for the Recovery of Erroneously Awarded Compensation (the “Policy”).
By signing below, the undersigned executive officer (the “Executive Officer”) acknowledges and confirms that the Executive Officer has
received and reviewed a copy of the Policy and, in addition, the Executive Officer acknowledges and agrees as follows:
(a)the Executive Officer is and will continue to be subject to the Policy and that the Policy will apply both during and after the
Executive Officer’s employment with the Company;
(b)to the extent necessary to comply with the Policy, the Policy hereby amends any employment agreement, equity award
agreement or similar agreement that the Executive Officer is a party to with the Company;
(c)the Executive Officer shall abide by the terms of the Policy, including, without limitation, by returning any Erroneously
Awarded Compensation to the Company to the extent required by, and in a manner permitted by, the Policy;
(d)any amounts payable to the Executive Officer, including any Incentive-based Compensation, shall be subject to the Policy as
may be in effect and modified from time to time in the sole discretion of the Administrator or as required by applicable law or the
requirements of the Listing Exchange, and that such modification will be deemed to amend this acknowledgment;
(e)the Company may recover compensation paid to the Executive Officer through any Method of Recovery the Administrator
deems appropriate, and the Executive Officer agrees to comply with any request or demand for repayment by the Company in order to
comply with the Policy; and
(f)the Company may, to the greatest extent permitted by applicable law, reduce any amount that may become payable to the
Executive Officer by any amount to be recovered by the Company pursuant to the Policy to the extent such amount has not been returned
by the Executive Officer to the Company prior to the date that any subsequent amount becomes payable to the Executive Officer.
[Signature page follows]
Signature
Print Name
Date

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Exhibit B
List of “Executive Officers”