SSR / Soulgate Inc - ADR - Depositi SEC, Relazione annuale, dichiarazione di delega

June 9, 2022

June 9, 2022 VIA EDGAR Securities and Exchange Commission (the ?Commission?) 100 F Street, N.

Form of Deposit Agreement, among the Registrant, the depositary and the holders and beneficial owners of American Depositary Shares issued thereunder

Exhibit 4.3 SOULGATE INC. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement , 2021 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 1 SECTION 1.1. American Depositary Shares 1 SECTION 1.2. Commission 2 SECTION 1.3. Company 2 SECTION 1.4. Custodian 2 SECTION 1.5. Deliver; Surrender 2 SECTION 1.6. Deposit Agreement 3 SECTION 1.7. Depositary;

Form of Underwriting Agreement

Exhibit 1.1 SOULGATE INC. [•] CLASS A ORDINARY SHARES, PAR VALUE US$0.0001 PER SHARE in the Form of American Depositary Shares UNDERWRITING AGREEMENT [•], 2021 [MORGAN STANLEY & CO. LLC JEFFERIES LLC BOFA SECURITIES, INC. CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED] As Representatives of the Several Underwriters c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York

Registrant’s Specimen Certificate for Class A Ordinary Shares

Exhibit 4.2 SOULGATE INC. Number Class A Ordinary Shares Incorporated under the laws of the Cayman Islands Share capital is US$100,000 divided into 1,000,000,000 shares of a par value of US$0.0001 each, comprising of (i) 840,000,000 Class A Ordinary Shares of a par value of US$0.0001 each, (ii) 60,000,000 Class B Ordinary Shares of a par value of US$0.0001 each, and (iii) 100,000,000 shares of a p

Share Subscription Agreement between the Registrant and MIHOYO LIMITED, dated June 11, 2021

Exhibit 10.10 SUBSCRIPTION AGREEMENT This Subscription Agreement (this ?Agreement?) is made as of June 11, 2021 by and among: (1) Soulgate Inc., an exempted company incorporated under the laws of the Cayman Islands (the ?Company?); and (2) MIHOYO LIMITED, a company incorporated in Hong Kong (the ?Purchaser?). The Purchaser on the one hand, and the Company on the other hand, are sometimes herein re

As filed with the Securities and Exchange Commission on June 17, 2021

F-1/A 1 d109555df1a.htm AMENDMENT NO. 1 TO FORM F-1 Table of Contents As filed with the Securities and Exchange Commission on June 17, 2021 Registration No. 333-255974 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Soulgate Inc. (Exact name of Registrant as specified in its charter) Not Applicable (Trans

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Soulgate Inc. (Exact name of registrant as spec

8-A12B 1 d164162d8a12b.htm FORM 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Soulgate Inc. (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporation or organization)

English translation of the Exclusive Business Cooperation Agreement between our WFOE and our VIE dated May 8, 2020

Exhibit 10.6 EXCLUSIVE BUSINESS COOPERATION AGREEMENT This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on May 8, 2020, in Shanghai, the People’s Republic of China (“China” or the “PRC”). Party A: Shanghai Soul Technology Co., Ltd. Address: ********* Party B: Shanghai Soulgate Technology Co., Ltd. Address: ********* Each

Form of Employment Agreement between the Registrant and its executive officers

EX-10.3 7 d109555dex103.htm EX-10.3 Exhibit 10.3 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 2021 by and between Soulgate Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual (Passport/ID Card No. ) (the “Executive”). RECITALS WHEREAS, the Company desires to employ the Executive and

Consent of iResearch

EX-99.3 19 d109555dex993.htm EX-99.3 Exhibit 99.3 [Industry Consultant’s Letterhead] May 10, 2021 Soulgate Inc. 22/F, SCG Parkside, 868 Yinghua Road Pudong New Area, Shanghai 201204 People’s Republic of China Re: Soulgate Inc. Ladies and Gentlemen, We understand that Soulgate Inc. (the “Company”) plans to file a registration statement on Form F-1 (the “Registration Statement”) with the United Stat

English translation of the Equity Interest Pledge Agreement among our WFOE, our VIE and shareholders of our VIE dated May 8, 2020

Exhibit 10.5 EQUITY INTEREST PLEDGE AGREEMENT This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on May 8, 2020, in Shanghai, the People’s Republic of China (“China” or the “PRC”): Party A: Shanghai Soul Technology Co., Ltd. (the “Pledgee”), a wholly foreign-owned enterprise organized and existing under the PRC laws, with its registered ad

Memorandum and Articles of Association of the Registrant, effective currently and after the completion of this offering

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SIXTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SOULGATE INC. (adopted by a Special Resolution passed on 10 May 2021 and effective on 10 May 2021) 1. The name of the Company is Soulgate Inc. 2. The Registered Office of the Company will be situated at offices of Maples Corporate Services Limited, P.O.

English translation of the Spousal Consent Letter granted by the spouse of Ms. Lu Zhang as currently in effect

Exhibit 10.8 Spousal Consent Letter I, Xiaochen Shan, a citizen of the People’s Republic of China with ID card No.:*********, am the legal spouse of Lu Zhang (a citizen of the People’s Republic of China with ID Card No.: *********). I hereby confirm that I have acknowledged, unconditionally, and irrevocably consent to my spouse’s execution of the following documents (the “Transaction Documents”) a

2017 Share Incentive Plan

Exhibit 10.1 SOULGATE INC. 2017 SHARE INCENTIVE PLAN (Adopted by the Company’s Board of Directors on November 27, 2017) 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to selected Employees, Directors, and Consultants and to promote the success of the Company’s bu

Code of Business Conduct and Ethics of the Registrant

EX-99.1 17 d109555dex991.htm EX-99.1 Exhibit 99.1 SOULGATE INC. CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE This Code of Business Conduct and Ethics (the “Code”) contains general guidelines for conducting the business of Soulgate Inc., a Cayman Islands company, and its subsidiaries and affiliates (collectively, the “Company”) consistent with the highest standards of business ethics, and is inte

Principal Subsidiaries and VIE of the Registrant

Exhibit 21.1 Principal Subsidiaries and VIE of the Registrant Subsidiaries Place of Incorporation Soulgate Hongkong Limited Hong Kong Soulgate Egg Holdings Limited Hong Kong Shanghai Soul Technology Co., Ltd PRC Variable Interest Entity Place of Incorporation Shanghai Soulgate Technology Co., Ltd. PRC Subsidiaries of Variable Interest Entity Place of Incorporation Shanghai Huxingren Information Te

Fourth Amended and Restated Shareholders Agreement between the Registrant and other parties thereto dated May 14, 2020

Exhibit 4.4 FOURTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT This FOURTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into on May 14, 2020 (the “Effective Date”), by and among: 1. Soulgate Inc., an exempted company organized under the Laws of the Cayman Islands (the “Company”), whose registered office is located at Osiris International Cayman Limited, Suite #4-210, G

Opinion of Shihui Partners regarding certain PRC tax matters (included in Exhibit 99.2)

EX-99.2 18 d109555dex992.htm EX-99.2 Exhibit 99.2 May 10, 2021 To: Soulgate Inc. 22/F, SCG Parkside, 868 Yinghua Road, Pudong New Area, Shanghai, 201204 People’s Republic of China Dear Sirs or Madams, We are qualified lawyers of the People’s Republic of China (the “PRC” or “China”, for the purpose of this opinion only, the PRC shall not include the Hong Kong Special Administrative Region, the Maca

- FORM F-1

Table of Contents As filed with the Securities and Exchange Commission on May 10, 2021 Registration No.

English translation of the Loan Agreement between our WFOE and Ms. Lu Zhang dated May 8, 2020

Exhibit 10.9 LOAN AGREEMENT This Loan Agreement (this “Agreement”) is executed on May 8, 2020, in Shanghai, the People’s Republic of China (“China” or the “PRC”) by and between the following Parties: Party A: Shanghai Soul Technology Co., Ltd. (the “Lender”) Domicile: Room 2101 (in the name of Room 2301), Yinghua Road No. 868, Pudong New Area, Shanghai Party B: Lu Zhang, ID Card No.: *************

English translation of the Exclusive Call Option Agreement among our WFOE, our VIE and shareholders of our VIE dated March dated May 8, 2020

Exhibit 10.7 EXCLUSIVE CALL OPTION AGREEMENT This Exclusive Call Option Agreement (this ?Agreement?) is executed by and among the following Parties as of May 8, 2020, in Shanghai, the People?s Republic of China (?China? or ?PRC?): (1) Party A: Shanghai Soul Technology Co., Ltd. Address: ********* (2) Party B: a) Party B 1: Lu Zhang, a Chinese citizen, ID No: *********; b) Party B 2: Zhuanlian Tech

English translation of the executed form of the Power of Attorney granted by the shareholders of our VIE, as currently in effect, and a schedule of all executed Powers of Attorney adopting the same form

EX-10.4 8 d109555dex104.htm EX-10.4 Exhibit 10.4 POWER OF ATTORNEY I, [Name of shareholder], a Chinese citizen with ID Card No.: *********, have executed this Power of Attorney on May 8, 2020. This Power of Attorney shall become effective upon execution. As of the date of this Power of Attorney, I own [Percentage]% of the equity interest in Shanghai Soulgate Technology Co., Ltd. (hereinafter refer

Form of Indemnification Agreement between the Registrant and its directors and executive officers

EX-10.2 6 d109555dex102.htm EX-10.2 Exhibit 10.2 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2021 by and between Soulgate Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and , an individual, (Passport/PRC ID Card No. ) (the “Indemnitee”). WHEREAS, the Indemnitee has agreed to serve as a direct

As confidentially submitted to the Securities and Exchange Commission on February 26, 2021

DRS/A 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on February 26, 2021 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Soulgate Inc. (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into E

LOAN AGREEMENT

EX-10.9 8 filename8.htm Exhibit 10.9 LOAN AGREEMENT This Loan Agreement (this “Agreement”) is executed on May 8, 2020, in Shanghai, the People’s Republic of China (“China” or the “PRC”) by and between the following Parties: Party A: Shanghai Soul Technology Co., Ltd. (the “Lender”) Domicile: Room 2101 (in the name of Room 2301), Yinghua Road No. 868, Pudong New Area, Shanghai Party B: Lu Zhang, ID

EXCLUSIVE CALL OPTION AGREEMENT

EX-10.7 6 filename6.htm Exhibit 10.7 EXCLUSIVE CALL OPTION AGREEMENT This Exclusive Call Option Agreement (this “Agreement”) is executed by and among the following Parties as of May 8, 2020, in Shanghai, the People’s Republic of China (“China” or “PRC”): (1) Party A: Shanghai Soul Technology Co., Ltd. Address: ********* (2) Party B: a) Party B 1: Lu Zhang, a Chinese citizen, ID No: *********; b) P

Principal Subsidiaries and VIE of the Registrant Subsidiaries Place of Incorporation Soulgate Hongkong Limited Hong Kong Soulgate Egg Holdings Limited Hong Kong Shanghai Soul Technology Co., Ltd PRC Variable Interest Entity Place of Incorporation Sha

EX-21.1 9 filename9.htm Exhibit 21.1 Principal Subsidiaries and VIE of the Registrant Subsidiaries Place of Incorporation Soulgate Hongkong Limited Hong Kong Soulgate Egg Holdings Limited Hong Kong Shanghai Soul Technology Co., Ltd PRC Variable Interest Entity Place of Incorporation Shanghai Soulgate Technology Co., Ltd. PRC Subsidiaries of Variable Interest Entity Place of Incorporation Shanghai

SOULGATE INC. 2017 SHARE INCENTIVE PLAN (Adopted by the Company’s Board of Directors on November 27, 2017)

Exhibit 10.1 SOULGATE INC. 2017 SHARE INCENTIVE PLAN (Adopted by the Company?s Board of Directors on November 27, 2017) 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to selected Employees, Directors, and Consultants and to promote the success of the Company?s bu

EQUITY INTEREST PLEDGE AGREEMENT

EX-10.5 4 filename4.htm Exhibit 10.5 EQUITY INTEREST PLEDGE AGREEMENT This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on May 8, 2020, in Shanghai, the People’s Republic of China (“China” or the “PRC”): Party A: Shanghai Soul Technology Co., Ltd. (the “Pledgee”), a wholly foreign-owned enterprise organized and existing under the PRC laws

Spousal Consent Letter

Exhibit 10.8 Spousal Consent Letter I, Xiaochen Shan, a citizen of the People?s Republic of China with ID card No.:*********, am the legal spouse of Lu Zhang (a citizen of the People?s Republic of China with ID Card No.: *********). I hereby confirm that I have acknowledged, unconditionally, and irrevocably consent to my spouse?s execution of the following documents (the ?Transaction Documents?) a

EXCLUSIVE BUSINESS COOPERATION AGREEMENT

EX-10.6 5 filename5.htm Exhibit 10.6 EXCLUSIVE BUSINESS COOPERATION AGREEMENT This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on May 8, 2020, in Shanghai, the People’s Republic of China (“China” or the “PRC”). Party A: Shanghai Soul Technology Co., Ltd. Address: ********* Party B: Shanghai Soulgate Technology Co., Ltd.

POWER OF ATTORNEY

EX-10.4 3 filename3.htm Exhibit 10.4 POWER OF ATTORNEY I, [Name of shareholder], a Chinese citizen with ID Card No.: *********, have executed this Power of Attorney on May 8, 2020. This Power of Attorney shall become effective upon execution. As of the date of this Power of Attorney, I own [Percentage]% of the equity interest in Shanghai Soulgate Technology Co., Ltd. (hereinafter referred to as th

As confidentially submitted to the Securities and Exchange Commission on January 22, 2021

Table of Contents As confidentially submitted to the Securities and Exchange Commission on January 22, 2021 Registration No.