Exhibit 4.5 

 

SPECIMEN ORDINARY SHARE CERTIFICATE

 

NUMBER SHARES

 

TH INTERNATIONAL LIMITED

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

 

ORDINARY SHARES

 

SEE REVERSE FOR

CERTAIN DEFINITIONS

CUSIP [●]

  

This Certifies that               is the owner of

 

FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF US$[●] EACH OF TH INTERNATIONAL LIMITED (THE “COMPANY”)

 

subject to the Company’s amended and restated memorandum and articles of association, as the same may be amended from time to time, and transferable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.

 

This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

 

Witness the facsimile signatures of its duly authorized officers.

  

Dated:      
       
Chairman   Chief Executive Officer  
       
       

 

 

 

 

  

TH INTERNATIONAL LIMITED

 

The Company will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Company’s amended and restated memorandum and articles of association, as the same may be amended from time to time, and resolutions of the board of directors providing for the issuance of securities (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents.

 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

  

TEN COM as tenants in common   UNIF GIFT MIN ACT   Custodian  
                 
            (Cust)   (Minor)
                 
TEN ENT as tenants by the entireties      

under Uniform Gifts to Minors Act 

             
            (State)
             
JT TEN as joint tenants with right of survivorship and not as tenants in common        

 

Additional abbreviations may also be used though not in the above list.

 

 

 

 

For value received,                       hereby sells, assigns and transfers unto

 

(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))

 

(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))

 

Ordinary Shares represented by the within certificate, and does hereby irrevocably constitute and appoint

 

Attorney to transfer the said Ordinary Shares on the books of the within named Company with full power of substitution in the premises.

  

Dated      
   

 

    Shareholder
     
    NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
     
Signature(s) Guaranteed:    
     
By:    
     
     

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 OR ANY SUCCESSOR RULE).