8.   ORDINARY SHARES

Exercise of share options and restricted shares vesting

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During the three months ended September 30, 2024 and 2025, 512,235 and 255,420 Class A ordinary shares, respectively, were issued due to the exercise of share options or vesting of restricted share units under share-based compensation. During the nine months ended September 30, 2024 and 2025, 101,824,155 and 763,335 Class A ordinary shares, respectively, were issued due to the exercise of share options or vesting of restricted share units under share - based compensation.

On March 5, 2025, the Company’s board of directors declared a special cash dividend of US$0.01346 per ordinary share, or US$0.6057 per ADS, to all holders of ordinary shares (including those in the form of ADSs) of record as of 5:00 p.m. Eastern Time on March 17, 2025. The aggregate amount of the cash dividend was approximately $11 million. The special cash dividend was paid from the Company’s current cash position on March 27, 2025.

Stock Repurchase from public market

On November 7, 2022, the Company’s Board of Directors (the “Board”) authorized the repurchase of up to an aggregate of $10.0 million of the Company’s Class A ordinary shares, par value $0.001 per share, to be executed from time to time in open market transactions effected through a broker at prevailing market prices under ordinary principles of best execution within one year after commencement (the “Stock Repurchase Program”). The Stock Repurchase Program took effect on January 16, 2023. On October 13, 2023, the Board approved an extension and extra funding of the existing Stock Repurchase Program whereby the expiration date was extended to December 31, 2024 and the authorized repurchase amount was increased from $10.0 million to $15.0 million. On November 18, 2024, the Board approved an extension of the existing Stock Repurchase Program until December 31, 2026.

The Stock Repurchase Program does not obligate the Company to repurchase any amount of the Company’s ordinary shares, and may be modified, extended, suspended, or discontinued at any time. The timing and amount of repurchases will be determined by the Company’s management based on a variety of factors such as the market price of the Company’s ordinary shares, the Company’s corporate cash requirements, and overall market conditions. The Stock Repurchase Program is subject to applicable legal requirements, including federal and state securities laws.

For the three months ended September 30, 2024 and 2025, the Company repurchased nil and 12,160 ADSs, representing nil and 547,200 Class A ordinary shares (each ADS is equivalent to 45 Ordinary Shares) for nil and $18 on the open market, at a weighted average price of nil and $1.43 per ADS, respectively. For the nine months ended September 30, 2024 and 2025, the Company repurchased 231,019 and 73,339 ADSs, representing 10,395,855 and 3,300,255 Class A ordinary shares (each ADS is equivalent to 45 Ordinary Shares) for $187 and $104 on the open market, at a weighted average price of $0.81 and $1.39 per ADS, respectively.

The following table sets forth repurchase activity under the Stock Repurchase Program for the nine months ended September 30, 2025 (amount in thousands, except share and per share amounts):

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Change of Shares withheld for payroll taxes on Restricted Stock Units (“RSU”) into treasury stock

The Company entered into an employee stock option service agreement on January 1, 2021, (the “ESOP Agreement”) with The Core Group (“Core”), pursuant to which Core withheld ADSs for the payroll tax liabilities from the employees. The Company used excess cash on hand to remit payroll tax liabilities on behalf of optionees. In fiscal year 2024,due to the Stock Repurchase Program, the Company decided to redesignate the ADSs withheld for the payroll taxes into treasury stock, which were 173,548 ADSs in the aggregate, representing 7,809,660 Class A ordinary shares (each ADS is equivalent to 45 Ordinary Shares) for $674, at a weighted average price of $3.89 per ADS. In March, 2025, the Company recorded ADSs withheld for the payroll taxes as treasury stock, which were 215 ADSs in the aggregate, representing 9,675 Class A ordinary shares (each ADS is equivalent to 45 Ordinary Shares) for $0.3, at a weighted average price of $1.53 per ADS. In June, 2025, the Company recorded ADSs withheld for the payroll taxes as treasury stock, which were 210 ADSs in the aggregate, representing 9,450 Class A ordinary shares (each ADS is equivalent to 45 Ordinary Shares) for $0.3, at a weighted average price of $1.46 per ADS. In September, 2025, the Company recorded ADSs withheld for the payroll taxes as treasury stock, which were 244 ADSs in the aggregate, representing 10,980 Class A ordinary shares (each ADS is equivalent to 45 Ordinary Shares) for $0.4, at a weighted average price of $1.59 per ADS.

True-up adjustment of the Class A ordinary shares and Treasury stock

The number of the Class A ordinary shares issued and outstanding and Treasury stock has been adjusted to reflect the true-up provisions based on the shares number recorded by the third-party transfer agent. The true-up adjustment resulted in an increase of 15,418,167 Class A ordinary shares and a decrease of 7,816,005 shares of Treasury stock, bringing the total number of Class A ordinary shares issued and outstanding to 726,595,513 and 653,561,413 as of September 30, 2025. This adjustment is immaterial to the financial statement presentation of the Company’s basic and diluted net income (loss) per share calculations.