SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Opera Limited
(Name of Issuer)
Ordinary Shares, par value $0.0002
(Title of Class of Securities)
(CUSIP Number)
Jie Lv, c/o Kunlun Tech Co Ltd Block B, Mingyang International Center,
No. 46 Xizongbu Hutong Beijing,
F4,
100005 86-138-1135-3317
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
03/24/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
schemaVersion:
SCHEDULE 13D
CUSIP No.
1
Name of reporting person
Hong Kong Kunlun Tech Holding Limited
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
WC
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
61,081,569.00
8
Shared Voting Power
0.00
9
Sole Dispositive Power
61,081,569.00
10
Shared Dispositive Power
0.00
11
Aggregate amount beneficially owned by each reporting person
61,081,569.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
68.0 %
14
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person:
The percentage of the class of securities beneficially owned by the reporting person is calculated based on 89,880,513 ordinary shares outstanding, as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 27, 2026.
Hong Kong Kunlun Tech Holding Limited is the holder of the 61,081,569 ordinary shares reported on this Schedule 13D, which amount consists of (i) 54,347,459 ordinary shares and (ii) 6,734,110 ADSs, each representing one ordinary share.
Hong Kong Kunlun Tech Holding Limited is 68.03% owned by Kunlun Group Limited and 31.97% owned by Kunlun Tech Co., Ltd.
SCHEDULE 13D
CUSIP No.
1
Name of reporting person
Kunlun Group Limited
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
WC
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
41,555,257.00
8
Shared Voting Power
0.00
9
Sole Dispositive Power
41,555,257.00
10
Shared Dispositive Power
0.00
11
Aggregate amount beneficially owned by each reporting person
41,555,257.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
46.2 %
14
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person:
The percentage of the class of securities beneficially owned by the reporting person is calculated based on 89,880,513 ordinary shares outstanding, as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 27, 2026.
Kunlun Group Limited is wholly owned by Kunlun Tech Co., Ltd.
SCHEDULE 13D
CUSIP No.
1
Name of reporting person
Kunlun Tech Co., Ltd.
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
WC
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
CHINA
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
61,081,569.00
8
Shared Voting Power
0.00
9
Sole Dispositive Power
61,081,569.00
10
Shared Dispositive Power
0.00
11
Aggregate amount beneficially owned by each reporting person
61,081,569.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
68.0 %
14
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person:
The percentage of the class of securities beneficially owned by the reporting person is calculated based on 89,880,513 ordinary shares outstanding, as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 27, 2026.
SCHEDULE 13D
CUSIP No.
1
Name of reporting person
Yahui Zhou
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
WC
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
CHINA
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
61,081,569.00
8
Shared Voting Power
0.00
9
Sole Dispositive Power
61,081,569.00
10
Shared Dispositive Power
0.00
11
Aggregate amount beneficially owned by each reporting person
61,081,569.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
68.0 %
14
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person:
The percentage of the class of securities beneficially owned by the reporting person is calculated based on 89,880,513 ordinary shares outstanding, as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 27, 2026.
Mr. Yahui Zhou beneficially owns 61,081,569 ordinary shares reported on this Schedule 13D, which amount consists of (i) 54,347,459 ordinary shares and (ii) 6,734,110 ADSs, each representing one ordinary share, held by Hong Kong Kunlun Tech Holding Limited, which is indirectly wholly-owned by Kunlun Tech Co., Ltd. Mr. Zhou directly holds 11.6% of the equity interest of Kunlun Tech Co., Ltd. and indirectly holds 15.1% through Beijing Yingrui Century Software R&D Center L.P., a limited partnership established in the People's Republic of China ("Beijing Yingrui"), which is co-owned by Mr. Zhou and Ms. Qiong Li. Mr. Zhou, holds 54.8% of the equity interest of Beijing Yingrui and, as the general partner, has sole decision making authority in terms of how the partnership exercises its ownership rights in Kunlun Tech Co., Ltd.
SCHEDULE 13D
Item 1.
Security and Issuer
(a)
Title of Class of Securities:
Ordinary Shares, par value $0.0002
(b)
Name of Issuer:
Opera Limited
(c)
Address of Issuer's Principal Executive Offices:
Vitaminveien 4, Oslo,
NORWAY
, 0485.
Item 1 Comment:
This Amendment No. 8 to Schedule 13D (this "Amendment") hereby amends and supplements the initial Schedule 13D filed with the U.S. Securities and Exchange Commission on March 6, 2019, as amended on January 13, 2021, November 26, 2021, December 19, 2022, May 16, 2023, July 5, 2023, October 19, 2023, and December 6, 2024 (as so amended, the "Original Schedule 13D" and, together with this Amendment, the "Schedule 13D"), on behalf of each of the Reporting Persons (as defined therein). Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Original Schedule 13D.
The CUSIP number 68373M107 applies to the Issuer's American Depositary Shares ("ADSs"), each representing one ordinary share of the Issuer.
Item 2.
Identity and Background
(a)
This Schedule 13D is being jointly filed by:
(i) Hong Kong Kunlun Tech Holding Limited ("KTL");
(ii) Kunlun Group Limited ("KGL");
(iii) Kunlun Tech Co., Ltd. ("KTC"); and
(iv) Mr. Yahui Zhou
(Together, the "Reporting Persons.)
Information concerning each director and executive officer of the Reporting Persons is listed on Schedules A through C attached hereto as Exhibits 99.2, 99.3 and 99.4, and is incorporated herein by reference.
(b)
The residence or business addresses of the Reporting Persons are:
(i) KTL: Flat/RM 8105A 8/F, YF Life Tower, 33 Lockhart Road, Wanchai, Hong Kong.
(ii) KGL: RM 3508, 35/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong.
(iii) KTC: 46 Xizongbu Hutong, Mingyang International Center, Block B, Dongcheng District, Beijing 100005, People's Republic of China.
(iv) Mr. Yahui Zhou: 10/F, 46 Xizongbu hutong, Mingyang International Center, Block B, Dongcheng District, Beijing 100005, People's Republic of China.
(c)
The principal business of KTL and KGL is investment holding, while KTC is a global internet company. Mr. Yahui Zhou is the executive chairman of the Issuer.
(d)
During the last five years, none of the Reporting Persons, and, to the best of their knowledge, none of the persons listed on Schedules A through C, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)
During the last five years, none of the Reporting Persons and, to the best of their knowledge, none of the persons listed on Schedules A through C, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)
KTL and KGL are organized under the laws of Hong Kong, while KTC is organized under the laws of the People's Republic of China. Mr. Yahui Zhou is a citizen of the People's Republic of China.
Item 3.
Source and Amount of Funds or Other Consideration
Item 3 of the Original Schedule 13D is not amended by this Amendment.
Item 4.
Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
"On February 26, 2026, the Issuer announced that its Board of Directors authorized a discretionary share repurchase program of up to $300 million over a two-year period. In connection with this program, on March 24, 2026, KTL, one of the Reporting Persons, entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with the Issuer.
The purpose of entering into the Stock Purchase Agreement, and the dispositions of Ordinary Shares contemplated thereby, is to allow KTL to participate in the Issuer's share repurchase program on a pro rata basis. By selling Ordinary Shares to the Issuer in proportion to the ADSs repurchased by the Issuer from the public market, KTL intends to realize liquidity while the Reporting Persons generally maintain their approximate proportionate ownership interest in the Issuer.
Pursuant to the Stock Purchase Agreement, the initial closing occured on March 26, 2026, at which time the Issuer repurchased 485,874 Ordinary Shares from KTL.
Except as set forth in this Amendment and the Stock Purchase Agreement, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, depending upon various factors, including market conditions, the Issuer's business and financial position, and other investment opportunities, the Reporting Persons may take such actions with respect to their investment as they deem appropriate, including purchasing additional Ordinary Shares, disposing of Ordinary Shares, or engaging in discussions with management or the Board of Directors of the Issuer."
Item 5.
Interest in Securities of the Issuer
(a)
The information contained on the cover pages to this Amendment is incorporated herein by reference. As of the date hereof, the Reporting Persons beneficially own in the aggregate 61,081,569 Ordinary Shares, representing approximately 68.0% of the outstanding Ordinary Shares. All percentages calculated in this Amendment are based upon 89,880,513 Ordinary Shares outstanding, as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 27, 2026.
(b)
The information regarding the number of Ordinary Shares as to which each Reporting Person has the sole power to vote or direct the vote, the shared power to vote or direct the vote, the sole power to dispose or direct the disposition, and the shared power to dispose or direct the disposition, is set forth in Rows 7 through 11 of the respective cover pages of this Amendment for each Reporting Person, and is incorporated herein by reference.
(c)
On March 26, 2026, pursuant to the Stock Purchase Agreement described in Item 4 and Item 6 of this Amendment, KTL sold 485,874 Ordinary Shares to the Issuer in a private transaction for an aggregate consideration of approximately $7.4 million (representing a price of $15.21 per Ordinary Share).
Except as disclosed in this Item 5(c) and the execution of the Stock Purchase Agreement on March 24, 2026, none of the Reporting Persons has effected any transactions in the Ordinary Shares of the Issuer during the past 60 days.
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Ordinary Shares reported herein.
(e)
Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
"On March 24, 2026, KTL and the Issuer entered into a Stock Purchase Agreement (the "Stock Purchase Agreement"). Pursuant to the Stock Purchase Agreement, KTL agreed to sell, and the Issuer agreed to purchase, an initial tranche of 485,874 Ordinary Shares for an aggregate consideration of approximately $7.4 million. The closing of this transaction occurred on March 26, 2026.
The Stock Purchase Agreement also establishes a mechanism for KTL to continue selling Ordinary Shares to the Issuer in subsequent calendar quarters on a pro rata basis, corresponding to the Issuer's repurchases of ADSs from the public market under its Board-authorized $300 million share repurchase program, subject to the terms and conditions set forth in the agreement.
The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, a copy of which is filed as Exhibit 99.5 to this Amendment and is incorporated herein by reference."
Item 7.
Material to be Filed as Exhibits.
Item 7 of the Original Schedule 13D is hereby supplemented to include the following exhibits:
Exhibit 99.1 - Joint Filing Agreement
Exhibit 99.2 - Schedule A
Exhibit 99.3 - Schedule B
Exhibit 99.4 - Schedule C
Exhibit 99.5 - Stock Purchase Agreement, dated March 24, 2026, by and between the Issuer and KTL
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Hong Kong Kunlun Tech Holding Limited
Signature:
/s/ Tian Jin
Name/Title:
Director
Date:
03/27/2026
Kunlun Group Limited
Signature:
/s/ Tian Jin
Name/Title:
Director
Date:
03/27/2026
Kunlun Tech Co., Ltd.
Signature:
/s/ Han Fang
Name/Title:
Director
Date:
03/27/2026
Yahui Zhou
Signature:
/s/ Yahui Zhou
Name/Title:
Yahui Zhou
Date:
03/27/2026
EX-99.1
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value $0.0002 per share, of Opera Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
SIGNATURE
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of March 26, 2026.
Hong Kong Kunlun Tech Holding Limited
By:
/s/ Tian Jin
Name:
Tian Jin
Title:
Director
Kunlun Group Limited
By:
/s/ Tian Jin
Name:
Tian Jin
Title:
Director
Kunlun Tech Co., Ltd.
By:
/s/ Han Fang
Name:
Han Fang
Title:
Director
Yahui Zhou
By:
/s/ Yahui Zhou
Name:
Yahui Zhou
EX-99.2
Exhibit 99.2
SCHEDULE A
Directors and Executive Officers of Hong Kong Kunlun Tech Holding Limited
The business address of each of the following directors and executive officers is Flat/RM 8105B 8/F, YF Life Tower, 33 Lockhart Road, Wanchai, Hong Kong.
Directors:
Name
Citizenship
Tian Jin
People’s Republic of China
Sing Wang
Hong Kong
Guang Yang
People’s Republic of China
Yahui Wang
People’s Republic of China
Executive Officers:
N/A
EX-99.3
Exhibit 99.3
SCHEDULE B
Directors and Executive Officers of Kunlun Group Limited
The business address of each of the following directors and executive officers is Flat/RM 8105A 8/F, YF Life Tower, 33 Lockhart Road, Wanchai, Hong Kong.
Directors:
Name
Citizenship
Tian Jin
People’s Republic of China
Sing Wang
Hong Kong
Guang Yang
People’s Republic of China
Yahui Wang
People’s Republic of China
Executive Officers:
N/A
EX-99.4
Exhibit 99.4
SCHEDULE C
Directors and Executive Officers of Kunlun Tech Co., Ltd.
The business address of each of the following directors is 46 Xizongbu hutong, Mingyang International Center, Block B, Dongcheng District, Beijing 100005, People’s Republic of China.
Directors:
Name
Citizenship
Han Fang
People’s Republic of China
Jie Lv
People’s Republic of China
Xiaoyu Liu
People’s Republic of China
Chenyu Zhang
People’s Republic of China
Shimu Qian
People’s Republic of China
Yahui Zhou
People’s Republic of China
Rui Wu
People’s Republic of China
Executive Officers:
Name
Title
Citizenship
Han Fang
General manager
People’s Republic of China
Jie Lv
Vice general manager, Secretary of the board of directors
People’s Republic of China
Wei Zhang
Chief financial officer
People’s Republic of China
EX-99.5
Exhibit 99.5
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT dated as of March 24, 2026 among Opera Limited (“Company”), and Hong Kong Kunlun Tech Holding Limited (“Seller”).
WITNESSETH:
WHEREAS, the Company is authorized to purchase from time to time its publicly traded ADSs and ordinary shares (collectively, “Shares”) pursuant to a share repurchase program authorized by the Board of Directors of the Company on February 26, 2026;
WHEREAS, Seller is the direct beneficial owner of Shares of the Company;
WHEREAS Company wishes to buy and Seller wishes to sell a number of Shares that would represent a pro-rata repurchase between ADS purchased in the open market and Shares purchased from Seller based on the then-current distribution of ownership, such that purchases under the Company’s share repurchase program do not affect the ownership distribution between Seller and public market investors in the aggregate; and
WHEREAS in consideration of the above recitals and of the mutual agreements and covenants contained in this Agreement, the Company and the Sellers intending to be bound legally, each agree as follows:
ARTICLE 1
Section 1.1. Definitions. (a) The following terms, as used herein, have the following meanings:
“Applicable Quarter” means the period starting on and including the 16th day of the third month of each calendar quarter and continuing until the 15th day of the third month of the subsequent calendar quarter in which the Company purchases Shares pursuant to the Program; provided, however, that Applicable Quarter shall also include such shorter period as may exist in the event that the Program is terminated or concluded.
“Average Price” means, for any Applicable Quarter, the average price, rounded to four decimal points, at which the Company purchased Shares during the Applicable Quarter pursuant to the Program in open market purchases, calculated as (a) the total purchase price paid by the Company (excluding commissions) for Shares purchased pursuant to the Program in open market purchases during such Applicable Quarter divided by (b) the total number of Shares purchased by the Company pursuant to the Program in open market purchases during such Applicable Quarter; provided that if the Agreement has been terminated in accordance with Section 7.1, the Average Price for any Closing thereafter shall be calculated only through the day immediately prior to the termination date of the Agreement. For the avoidance of doubt, Shares acquired in “open market purchases” shall not include the Acquired Shares.
“Business Day” means (a) for purposes of determining the date of a Closing or Closing Notice, a day on which banks are not required or authorized by law to close in New York City and (b) for all other purposes under this Agreement, a day on which the Nasdaq Stock Market is open for trading.
“Dividend Adjusted Average Price” means, the price per Share calculated in accordance with the formula and methodology set forth in Annex A.
“Ex-Dividend Date” means the date that is one trading day prior to the record date which has been established in connection with the declaration of a dividend in respect of the Acquired Shares or such other date as may be established with respect to the Shares as an “ex-dividend” date by the Nasdaq Stock Market.
“Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest or other encumbrance of any kind in respect of such property or asset.
“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
“Program” means the share repurchase program approved on February 26, 2026, authorizing the Company to purchase from time to time Shares up to a maximum aggregate amount of $300 million.
(b) For purposes of the definitions of “Average Price” and “Daily Average Price,” Shares purchased by the Company pursuant to the Program shall be deemed to have been purchased on the trade date with respect to such Shares and not the day on which such trade settles.
ARTICLE 2
Purchase and Sale
Section 2.1. Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, Seller agrees to sell, transfer, assign and deliver to the Company, and the Company agrees to purchase from Seller, with respect to each Applicable Quarter, a number of Shares at each Closing calculated in accordance with Annex A hereto (the Shares acquired from Seller, the “Acquired Shares”). In the event that the Agreement is terminated pursuant to Section 7.1, the day immediately prior to the termination date will be deemed to be the last day of the Applicable Quarter.
Section 2.2. Purchase Price. The aggregate purchase price for the Acquired Shares at each Closing (the “Purchase Price”) shall be equal to the product of (i) the aggregate number of Acquired Shares to be purchased at such Closing multiplied by (ii) the Dividend Adjusted Average Price. The parties acknowledge and agree that the Dividend Adjusted Average Price is intended to ensure that the Seller receives the same economic consideration per Share as if the Acquired Shares had been repurchased by the Company concurrently, and in the same pro rata proportion, as the ADSs repurchased in the open market during the Applicable Quarter. Accordingly, the Dividend Adjusted Average Price shall be calculated to neutralize the impact of any dividends by adjusting the daily volume-weighted average price of ADSs repurchased prior to an Ex-Dividend Date, as further detailed in Annex A. The Purchase Price shall be paid as provided in Section 2.3.
Section 2.3. Reporting & Payment. Within five Business Days after the end of each Applicable Quarter, the Company shall deliver to Seller a notice (each, a “Closing Notice”) setting forth (i) the number of Acquired Shares to be purchased by the Company from Seller pursuant to Section 2.1, (ii) the Purchase Price and (iii) details of the calculation of the Purchase Price sufficient to allow Seller to reproduce the calculation of the Purchase Price. Subject to the satisfaction or waiver by Seller and the Company of the conditions set forth in Article 6, each closing of the purchase and sale of the Acquired Shares hereunder shall take place automatically on the third Business Day before the end of the calendar quarter immediately following each Applicable Quarter.
At each Closing: (a) The Company shall deliver to Seller the Purchase Price by wire transfer in accordance with the payment instructions provided to the Company from time to time by Seller; and (b) the Company shall update the register of members to reflect the delivery Seller of the Acquired Shares (and the Seller shall cooperate in providing any required signatures or confirmations needed to effect such update) and the Seller shall thereafter promptly deliver any certificates representing the Acquired Shares to the Company or its designee.
ARTICLE 3
Representations and Warranties of Seller
Seller represents and warrants to the Company with respect to any Seller, as of the date hereof and as of the date of each Closing that:
Section 3.1. Corporate Existence and Power. The Seller (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the Hong Kong and (ii) has all corporate powers and all material governmental licenses, authorizations, permits, consents and approvals required to perform its obligations under this Agreement.
Section 3.1. Due Authorization. The execution and delivery by Seller of this Agreement and the consummation of the transactions contemplated hereby are within the powers, corporate or otherwise, of Seller and have been duly authorized by all necessary action on the part of Seller. This Agreement constitutes a valid and binding agreement of Seller enforceable against Seller in accordance with its terms.
Section 3.2. Governmental Authorization. The execution and delivery by Seller of this Agreement and the consummation of the transactions contemplated hereby require no prior action by or in respect of, or prior filing with, any governmental organization (“Governmental Authority”).
Section 3.3. Noncontravention. The execution and delivery by Seller of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate the organization documents of Seller, (ii)violate any applicable law, rule, regulation, judgment, injunction, order or decree (iii) require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Seller under any provision of any agreement or other instrument binding upon any Seller, except with respect to (ii) and (iii), where such violation, consent, action, default or right of termination, cancellation or acceleration would not adversely affect the ability of Seller to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.
Section 3.4. Ownership of Shares. As of the time of each Closing hereunder, Seller will be the legal owner of the Acquired Shares to be sold at such Closing, and will transfer and deliver to the Company at each Closing valid title to the Acquired Shares to be sold at such Closing free and clear of any Lien and any other limitation or restriction (including any restriction on the right to sell or otherwise dispose of the Acquired Shares).
ARTICLE 4
Representations and Warranties of the Company
The Company represents and warrants to Seller as of the date hereof and as of the date of each Closing that:
Section 4.1. Corporate Existence and Power. The Company (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and (ii) has all corporate powers and all material governmental licenses, authorizations, permits, consents and approvals required to perform its obligations under this Agreement.
Section 4.2. Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms.
Section 4.3. Governmental Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby require no prior action by or in respect of, or prior filing with, any Governmental Authority.
Section 4.4. Noncontravention. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate the articles of association of the Company, (ii) assuming compliance with the matters referred to in Section 4.3, violate any applicable law, rule, regulation, judgment, injunction, order or decree, (iii) require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Company under any provision of any agreement or other instrument binding upon the Company, except with respect to (ii) and (iii), where such violation, consent, action, default or right of termination, cancellation or acceleration would not adversely affect the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.
ARTICLE 5
Covenants of the Company and Seller
Section 5.1. Reasonable Commercial Efforts; Further Assurances. Subject to the terms and conditions of this Agreement, the Company and Seller will use their reasonable commercial efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement.
ARTICLE 6
Conditions To Closing
Section 6.1. Conditions to Obligations of the Company and Seller. The obligations of the Company and Seller to consummate each Closing is subject to the satisfaction of the following conditions: (a) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of any Closing; and (b) all actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of each Closing shall have been taken, made or obtained.
Section 6.2. Conditions to Obligations of the Company. The obligation of the Company to consummate each Closing is subject to the satisfaction (or waiver by the Company) of the following conditions: (a) Seller shall have performed in all material respects all of his respective obligations hereunder required to be performed by him on or prior to such Closing; and (b) the representations and warranties of Seller hereunder contained in this Agreement shall be true in all material respects at and as of such Closing as if made at and as of such date.
Section 6.3. Conditions to Obligation of Seller. The obligation of Seller to consummate each Closing is subject to the satisfaction (or waiver by Seller) of the following conditions: (a) The Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to such Closing; and(b) the representations and warranties of the Company contained in this Agreement shall be true in all material respects at and as of such Closing as if made at and as of such date.
ARTICLE 7
Termination
Section 7.1. Termination. This Agreement shall terminate:
(a)
pursuant to the joint written agreement of the Company and Seller; or
(b)
15 Business Days after notice by Seller, on the one hand, or the Company, on the other hand; or
(c)
pursuant to written notice by the Company, if a breach of or failure to perform any representation, warranty, covenant or agreement on the part of Seller set forth in this Agreement shall have occurred that would cause any of the conditions set forth in Sections 6.2(a) and 6.2(b) not to be satisfied, and any such condition is incapable of being satisfied by the next Closing; or
(d)
pursuant to written notice by Seller, if a breach of or failure to perform any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement shall have occurred that would cause any of the conditions set forth in Sections 6.3(a) and 6.3(b) not to be satisfied, and any such condition is incapable of being satisfied by the next Closing; or
(e)
pursuant to written notice by either Seller or the Company if there shall be any law or regulation that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if consummation of the transactions contemplated hereby would violate any non appealable final order, decree or judgment of any court or governmental body having competent jurisdiction; or
(f)
at the termination or completion of the Program;
provided that with respect to (a) and (b) above, such termination shall not affect the settlement of Acquired Shares in respect of any purchases pursuant to the Program which have occurred or are deemed to have occurred prior to the effective date of the termination of this Agreement.
The party desiring to terminate this Agreement pursuant to clauses (b), (c), (d) or (e) above shall give written notice of such termination to the other party.
ARTICLE 8
Miscellaneous
Section 8.1. Survival. The covenants, agreements, representations and warranties of the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto shall not survive the termination of this Agreement other than with respect to a Closing for Acquired Shares which follows a termination of the Agreement pursuant to Sections 7.1(a) or (b); provided that the covenants, agreements, representations and warranties contained in Articles 3, 4 and 8 shall survive indefinitely; provided, further, that nothing shall relieve any party for liability at any time with respect to any breach occurring prior to the termination of this Agreement.
Section 8.2. Notices. All notices, requests and other communications to any party hereunder shall be in writing and shall be given by email to the other’s party’s designated point(s) of contact.
Section 8.3. Amendments and Waivers. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by both parties to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective. The failure or delay by any party in exercising any right, power or privilege hereunder shall not operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
Section 8.4. Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such cost or expense.
Section 8.5. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign or delegate any of its rights or obligations under this Agreement without the consent of each other party hereto.
Section 8.6. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of New York (without regard to principles of conflicts of laws).
Section 8.7. Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought exclusively in a state or federal court located in New York County, New York, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 8.2 shall be deemed effective service of process on such party.
Section 8.8. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 8.9. Counterparts; Third Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. No provision of this Agreement is intended to confer upon any Person other than the Company or Seller any rights or remedies hereunder.
Section 8.10. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.
Section 8.11. Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
OPERA LIMITED
By:
/s/ Frode Jacobsen
Name:
Frode Jacobsen
Title:
CFO
HONG KONG KUNLUN TECH HOLDING LTD
By:
/s/ Tian Jin
Name:
Tian Jin
Title:
ANNEX A
ACQUIRED SHARES CALCULATION
Quantity of Acquired Shares
The number of Acquired Shares to be purchased from Seller at each Closing shall be equal to:
(a)
the quotient of (1) the Seller’s ownership percentage at the start of each Applicable Quarter divided by (2) 1 minus the Seller’s ownership percentage.
multiplied by
(b)
the number of Shares purchased by the Company pursuant to the Program (open market purchases and otherwise) with respect to the Applicable Quarter (excluding any Acquired Shares);
provided that such number of Acquired Shares for the Applicable Quarter shall be rounded to the nearest whole Acquired Share, and
provided that in the event the Seller’s ownership percentage changes during an Applicable Quarter, for reasons other than the temporary effect of the Company’s purchases in the open market in accordance with this Agreement, the calculation shall be performed separately for periods prior to and subsequent to such change.
For purposes of the Acquired Shares calculation, Shares purchased in the open market by the Company pursuant to the Program shall be deemed to have been purchased on the trade date with respect to such Shares and not the day on which such trade settles.
Purchase Price
The Purchase Price for the Acquired Shares shall be determined on a quarterly basis to ensure economic parity with the Company’s open-market activity. The calculation shall be performed as follows:
(a)
Allocation of Volume: The aggregate number of Shares purchased by the Company in the open market during the Applicable Quarter shall be categorized into two groups:
Qpre: Total Shares repurchased on trading days occurring prior to the Ex-Dividend Date.
Qpost: Total Shares repurchased on trading days occurring on or after the Ex-Dividend Date.
(b)
Calculation of Weighted Prices: The Company shall determine:
VWAPpre: The volume-weighted average price of all Shares repurchased during the Qpre period.
VWAPpost: The volume-weighted average price of all Shares repurchased during the Qpost period.
(c)
Dividend Adjustment: For the Qpre period, the price shall be adjusted by subtracting the per-share amount of the dividend (D) declared during the Applicable Quarter.
(d)
Final Settlement Price: The "Dividend Adjusted Average Price" to be paid to the Seller shall be calculated using the following formula:
