{"url_path":"/sec/pom/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":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1877971/0001213900-26-056576-index.html","accession_number":"0001213900-26-056576","cik":"0001877971","ticker":"POM","issuer_name":"POMDOCTOR Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1877971/0001213900-26-056576-index.html","primary_entity_key":"0001877971","primary_entity_name":"POMDOCTOR Ltd"},"word_count":1130,"has_tables":true,"body_markdown":"ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES\n\n \n\n12.A. Debt Securities\n\n \n\nNot applicable.\n\n \n\n12.B. Warrants and Rights\n\n \n\nNot applicable.\n\n \n\n12.C. Other Securities\n\n \n\nNot applicable.\n\n \n\n134\n\n \n\n \n\n12.D. American Depositary Shares\n\n \n\nAs an ADS holder, you will\nbe required to pay the following fees (some of which may be cumulative) under the terms of the deposit agreement:\n\n \n\n \n**Service**\n** **\n**Fees**\n\n●\nIssuance of ADSs (e.g., an issuance of ADS upon a\ndeposit of Class A ordinary shares, upon a change in the ADS(s)-to-Class A ordinary shares ratio, ADS conversions, or for\nany other reason), excluding ADS issuances as a result of distributions of Class A ordinary shares)\n \nUp to U.S. 5¢ per ADS issued\n\n \n \n \n \n\n●\nCancellation of ADSs (e.g., a cancellation of ADSs\nfor delivery of deposited property, upon a change in the ADS(s)-to-Class A ordinary shares ratio, ADS conversions, upon\ntermination of the Deposit Agreement, or for any other reason)\n \nUp to U.S. 5¢ per ADS cancelled\n\n \n \n \n \n\n●\nDistribution of cash dividends or other cash distributions\n(e.g., upon a sale of rights and other entitlements)\n \nUp to U.S. 5¢ per ADS held\n\n \n \n \n \n\n●\nDistribution of ADSs pursuant to (i) stock dividends\nor other free stock distributions, or (ii) exercise of rights to purchase additional ADSs\n \nUp to U.S. 5¢ per ADS held\n\n \n \n \n \n\n●\nDistribution of financial instruments, including,\nwithout limitation, securities other than ADSs or rights to purchase additional ADSs (e.g., upon a spin-off and contingent value\nrights)\n \nUp to U.S. 5¢ per ADS held\n\n \n \n \n \n\n●\nADS Services\n \nUp to U.S. 5¢ per ADS held on the applicable record date(s) established by the depositary\n\n \n \n \n \n\n●\nRegistration of ADS transfers (e.g., upon a registration\nof the transfer of registered ownership of ADSs, upon a transfer of ADSs into DTC and vice versa, or for any other reason)\n \nUp to U.S. 5¢ per ADS (or fraction thereof) transferred\n\n \n \n \n \n\n●\nConversion of ADSs of one series for ADSs of another\nseries (e.g., upon conversion of Partial Entitlement ADSs for Full Entitlement ADSs, or upon conversion of Restricted ADSs (each\nas defined in the Deposit Agreement) into freely transferable ADSs, and vice versa or conversion of ADSs for unsponsored American\nDepositary Shares (e.g., upon termination of the Deposit Agreement)).\n \nUp to U.S. 5¢ per ADS (or fraction thereof) converted\n\n \n\nAs an ADS holder you will also\nbe responsible to pay certain charges (some of which may be cumulative) such as:\n\n \n\n●taxes (including\napplicable interest and penalties) and other governmental charges;\n\n \n\n135\n\n \n\n \n\n●the registration\nfees as may from time to time be in effect for the registration of Class A ordinary\nshares on the share register and applicable to transfers of Class A ordinary shares** **to\nor from the name of the custodian, the depositary or any nominees upon the making of deposits\nand withdrawals, respectively;\n\n \n\n●certain SWIFT cable,\ntelex and facsimile transmission and delivery expenses;\n\n \n\n●the fees, expenses,\nspreads, taxes and other charges of the depositary and/or service providers (which may be\na division, branch or affiliate of the depositary) in the conversion of foreign currency;\n\n \n\n●the reasonable\nand customary out-of-pocket expenses incurred by the depositary in connection with compliance\nwith exchange control regulations and other regulatory requirements applicable to the Class A\nordinary shares, ADSs and ADRs;\n\n \n\n●the fees, charges,\ncosts and expenses incurred by the depositary, the custodian, or any nominee in connection\nwith the ADR program; and\n\n \n\n●the amounts payable\nto the depositary by any party to the deposit agreement pursuant to any ancillary agreement\nto the deposit agreement in respect of the ADR program, the ADSs, and the ADRs.\n\n \n\nADS fees and charges for\n(i) the issuance of ADSs, and (ii) the cancellation of ADSs are charged to the person for whom the ADSs are issued (in the\ncase of ADS issuances) and to the person for whom ADSs are cancelled (in the case of ADS cancellations). In the case of ADSs issued by\nthe depositary into DTC, the ADS issuance and cancellation fees and charges may be deducted from distributions made through DTC, and\nmay be charged to the DTC participant(s) receiving the ADSs being issued or the DTC participant(s) holding the ADSs being cancelled,\nas the case may be, on behalf of the beneficial owner(s) and will be charged by the DTC participant(s) to the account of the\napplicable beneficial owner(s) in accordance with the procedures and practices of the DTC participants as in effect at the time.\nADS fees and charges in respect of distributions and the ADS service fee are charged to the holders as of the applicable ADS record date.\nIn the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed.\nIn the case of (i) distributions other than cash and (ii) the ADS service fee, holders as of the ADS record date will be invoiced\nfor the amount of the ADS fees and charges and such ADS fees and charges may be deducted from distributions made to holders of ADSs.\nFor ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions\nmade through DTC, and may be charged to the DTC participants in accordance with the procedures and practices prescribed by DTC and the\nDTC participants in turn charge the amount of such ADS fees and charges to the beneficial owners for whom they hold ADSs. In the case\nof (i) registration of ADS transfers, the ADS transfer fee will be payable by the ADS Holder whose ADSs are being transferred or\nby the person to whom the ADSs are transferred, and (ii) conversion of ADSs of one series for ADSs of another series (which may\nentail the cancellation, issuance and transfer of ADSs and the conversion of ADSs from one series to another series), the applicable\nADS issuance, cancellation, transfer and conversion fees will be payable by the Holder whose ADSs are converted or by the person to whom\nthe converted ADSs are delivered.\n\n \n\nIn the event of refusal to\npay the depositary fees, the depositary may, under the terms of the deposit agreement, refuse the requested service until payment is\nreceived or may set off the amount of the depositary fees from any distribution to be made to the ADS holder. Note that the fees and\ncharges you may be required to pay may vary over time and may be changed by us and by the depositary. You will receive prior notice of\nsuch changes. The depositary may reimburse us for certain expenses incurred by us in respect of the ADR program, by making available\na portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as we and the depositary\nagree from time to time.\n\n \n\n136\n\n \n\n \n\nPART\nII"}