{"url_path":"/sec/ambr/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 ****DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1697818/0001104659-26-060362-index.html","accession_number":"0001104659-26-060362","cik":"0001697818","ticker":"AMBR","issuer_name":"Amber International Holding Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1697818/0001104659-26-060362-index.html","primary_entity_key":"0001697818","primary_entity_name":"Amber International Holding Ltd"},"word_count":698,"has_tables":true,"body_markdown":"**ITEM 12.****DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES**\n\nA.Debt Securities\n\nNot applicable.\n\nB.Warrants and Rights\n\nNot applicable.\n\nC.Other Securities\n\nNot applicable.\n\nD.American Depositary Shares\n\n**Fees and Charges Our ADS Holders May Have to Pay**\n\nThe 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.\n\n106\n\n[Table of Contents](#TOC)\n\nThe 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:\n\n●\n\na fee of up to US$0.05 per ADS for any cash distribution made, or for any elective cash/stock dividend offered, pursuant to the deposit agreement;\n\n●\n\na fee of up to US$0.05 per ADR held for the direct or indirect distribution of securities or the net cash proceeds from the public or private sale of any such securities;\n\n●\n\nan 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);\n\n●\n\nan amount for the reimbursement of such 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 charges and expenses may 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);\n\n●\n\nstock transfer or other taxes and other governmental charges;\n\n●\n\na transaction fee per cancellation request and any applicable delivery expenses (which are payable by such persons or holders);\n\n●\n\ntransfer 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\n\n●\n\nin connection with the conversion of foreign currency into U.S. dollars, 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.\n\nWe 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.\n\n​\n\n107\n\n[Table of Contents](#TOC)\n\n**PART II**"}