UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of December, 2024
Commission
File Number: 333-279752
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Linkers
Industries Limited |
|
| |
(Registrant’s
Name) |
|
Lot
A99, Jalan 2A-3, A101 & A102, Jalan 2A, Kawasan Perusahaan MIEL
Sungai
Lalang, 08000 Sungai Petani, Kedah Darul Aman, Malaysia
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Entry
into a Material Definitive Agreement.
On
December 4, 2024, Linkers Industries Limited (the “Company”) entered into an underwriting agreement, substantially
in the form attached as Exhibit 1.1 hereto and incorporated herein by reference, with R. F, Lafferty & Co., Inc., as underwriter
named thereof, in connection with its initial public offering (“IPO”) of 1,900,000 Class A ordinary shares, par value
$0.00001 per share (the “Class A Ordinary Shares”) at a price of $4 per share. The Company’s Registration Statement
on Form F-1 (File No. 333-279752) for the IPO, originally filed with the U.S. Securities and Exchange Commission (the “Commission”)
on May 28, 2024 (as amended, the “Registration Statement”) was declared effective by the Commission on December 3,
2024.
Other
Events.
In
connection with the IPO, the Company adopted a code of business conduct and ethics, audit committee charter, nomination committee charter
and compensation committee charter, attached as Exhibits 99.1, 99.2, 99.3 and 99.4 to the Registration Statement, respectively, as well
as an insider trading policy and a whistleblower policy, copies of which are attached as Exhibit 99.5 and 99.6 hereto, respectively,
and incorporated herein by reference.
On
December 5, 2024, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.7 to
this Current Report on Form 6-K.
On
December 6, 2024, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.8 to
this Current Report on Form 6-K.
Financial
Statements and Exhibits.
The
following exhibits are being filed herewith:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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Linkers Industries Limited |
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| Date: December 10, 2024 |
By: |
/s/ Man Tak Lau |
| |
Name: |
Man Tak Lau |
| |
Title: |
Chairman of the Board of Directors |
Exhibit 1.1
LINKERS
INDUSTRIES LIMITED
UNDERWRITING
AGREEMENT
December
4, 2024
R.
F. Lafferty & Co., Inc.
40
Wall Street, 27th Floor
New
York, NY 10005
As
the Representative of several Underwriters named on Schedule A hereto
Ladies
and Gentlemen:
The
undersigned, Linkers Industries Limited, a company registered and incorporated in the British Virgin Islands (the “Company”),
hereby confirms its agreement (this “Agreement”) with R. F. Lafferty & Co., Inc. (the “Representative”
of several underwriters as disclosed in Schedule A attached hereto, collectively the “Underwriters” and each
an “Underwriter”) to issue and sell to the Underwriters an aggregate of 1,900,000 Class A Ordinary Shares, par value
$0.00001 per share, of the Company (the “Firm Shares”). The Company also agrees to issue and sell to the Underwriters
not more than an additional 285,000 shares of its Class A Ordinary Shares, par value $0.00001 per share (the “Option Shares”),
if and to the extent that the Representative shall have determined to exercise, on behalf of the Underwriters, the right to purchase
such shares of Option Shares granted to the Underwriters in Section 1 hereof. The Firm Shares and the Option Shares are hereinafter collectively
referred to as the “Securities.” The offering and sale of the Securities contemplated by this Agreement is referred
to herein as the “Offering.”
1. Purchase
and Sale of Securities.
(a) Purchase
of Firm Shares. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein
set forth, the Company agrees to issue and sell to the Underwriters an aggregate of 1,900,000 Firm Shares at a purchase price (net of
underwriting discounts) of $4 per share (the “Purchase Price”). The Underwriters agrees to purchase from the Company
the Firm Shares set forth opposite its name on Schedule A attached hereto and made a part hereof.
(b) Delivery
of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 A.M., Eastern time on December
6, 2024 or at such time as shall be agreed upon by the Underwriters and the Company, at the offices of VCL Law LLP (the “Underwriters’
Counsel”) or at such other place as shall be agreed upon by the Underwriters and the Company. The hour and date of delivery
of and payment for the Firm Shares is called the “Closing Date.” The closing of the payment of the purchase price
for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” Payment for
the Firm Shares shall be made on the Closing Date by wire transfer in Federal (same day) funds upon delivery to the Underwriters of certificates
(in form and substance reasonably satisfactory to the Underwriters) representing the Firm Shares (or if uncertificated through the full
fast transfer facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm
Shares shall be registered in such names and in such denominations as the Underwriters may request in writing at least two (2) Business
Days prior to the Closing Date. If certificated, the Company will permit the Underwriters to examine and package the Firm Shares for
delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm
Shares except upon tender of payment by the Underwriters for all the Firm Shares.
(c) Option
Shares. The Company hereby agrees to issue and sell to the Underwriters the Option Shares, and the Underwriters shall have the option
to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”),
in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared
by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”).
The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering
over-allotments made in connection with the offering of the Firm Shares. The Representative may exercise the Over-Allotment Option on
behalf of the Underwriters at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after the effective
date of the Registration Statement (the “Effective Date”), by giving written notice to the Company (the “Over-Allotment
Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be
earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option
Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject
to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number
of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of
Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Representative
may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date,
as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth:
(i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase
Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment
for the Option Shares shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available
funds to the account(s) specified by the Company to the Representative at least two (2) business day in advance of such payment at the
office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated
in writing by the Representative. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Representative
shall otherwise instruct.
2. Representations
and Warranties of the Company. The Company represents and warrants to the Underwriters as of the Applicable Time (as defined below),
the Closing Date, and the applicable Additional Date, as follows:
(a) Filing
of Registration Statement.
(i) Pursuant
to the Act.
(A) The
Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment
or amendments thereto, on Form F-1 (File No. 333-279752), including any related prospectus or prospectuses, for the registration of the
Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or
amendments have been prepared by the Company and conform, in all material respects, with the requirements of the Act and the rules and
regulations of the Commission under the Act (the “Regulations”). Except as the context may otherwise require, such
registration statement on file with the Commission at the time the registration statement becomes effective (including the prospectus,
financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information
deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Regulations), is referred to herein
as the “Registration Statement.”
(B) The
prospectus to be filed pursuant to Rule 424(b) under the Act after the execution and delivery of this Agreement by the parties hereto,
or, if no filing pursuant to Rule 424(b) under the Act is required, the prospectus relating to the Offering included in the Registration
Statement at the effective date of the Registration Statement, is hereinafter called the “Prospectus.”
(C) The
Registration Statement has been declared effective by the Commission on or prior to the date hereof. “Applicable Time”
means 5:00 p.m. Eastern Time, on the date of this Agreement, or such other time as agreed to by the Company and the Underwriters.
(ii) Registration
under the Exchange Act. The Securities are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange
Act”), and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the
Securities under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such
registration except as described in the Registration Statement and Prospectus.
(iii) Listing
on Nasdaq. The Shares will be approved for listing on the Nasdaq Capital Market by the Closing Date, subject to official notice of
issuance, and the Company has taken no action designed to, or likely to have the effect of, terminating the listing of the Securities
on the Nasdaq Capital Market nor has the Company received any notification that the Nasdaq Stock Market (the “Nasdaq”)
is contemplating revoking or withdrawing approval for listing of the Securities.
(b) No
Stop Orders, etc. Neither the Commission nor, to the best of the Company’s knowledge, any state regulatory authority has issued
any order preventing or suspending the use of any preliminary prospectus (“Preliminary Prospectus”), the Prospectus
or the Registration Statement or has instituted or, to the best of the Company’s knowledge, threatened to institute any proceedings
with respect to such an order.
(c) Disclosures
in Registration Statement.
(i) 10b-5
Representation.
(A) The
Registration Statement, the Disclosure Materials, and the Prospectus and any post-effective amendments thereto will in all material respects
comply with the requirements of the Act and the Regulations.
(B) The
Registration Statement, when it became effective, and any amendment or supplement thereto, did not contain and, at the Closing Date and
any Additional Closing Date, will not contain any untrue statement of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading,
and the Prospectus when filed with the Commission does not contain and, at the Closing Date and any Additional Closing Date, will not
contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made
in this Section 2(c)(i)(B) does not apply to statements made or statements omitted in reliance upon and in conformity
with written information with respect to the Underwriters furnished to the Company by the Underwriters expressly for use in the Registration
Statement or Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided
by or on behalf of any of the Underwriters consists solely of the Underwriters’ names (collectively, the “Underwriters’
Information”).
(C) Any
issuer free writing prospectus(es) as defined in Rule 433 of the Regulations (the “Issuer Free Writing Prospectus”)
and Preliminary Prospectus(es), when taken together as a whole (collectively, the “Disclosure Materials”), do not
contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in
or omissions from the Disclosure Materials based upon and in conformity with the Underwriters’ Information.
(ii) Prior
Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of,
any person or persons controlling, controlled by, or under common control with the Company, except as disclosed in the Registration Statement.
(d) Changes
After Dates in Registration Statement.
(i) No
Material Adverse Change. Since the end of the period covered by the latest audited financial statements included in the Registration
Statement, the Disclosure Materials, and the Prospectus, and except as otherwise specifically stated therein: (A) there have been no
events, individually or in the aggregate, that have occurred that would have a material adverse effect on the assets, business, conditions,
financial position, results of operations or business prospects of the Company and its subsidiaries, taken as a whole, or the ability
of the Company to perform its obligations under this Agreements, including the issuance and sale of the Securities, or to consummate
the transactions contemplated in the Registration Statement, the Disclosure Materials, and the Prospectus (each of such effects and changes
a “Material Adverse Effect” and a “Material Adverse Change,” respectively); and (B) there have
been no material transactions entered into by the Company not in the ordinary course of business, other than as contemplated pursuant
to this Agreement.
(ii) Recent
Securities Transactions, etc. Since the end of the period covered by the latest audited financial statements or interim financial
statements included in the Registration Statement, the Disclosure Materials, and the Prospectus, and except as may otherwise be indicated
or contemplated herein or disclosed in the Registration Statement, the Disclosure Materials, and the Prospectus, the Company has not,
other than with respect to options to purchase Class A Ordinary Shares at an exercise price equal to the then fair market price of the
Class A Ordinary Shares, as determined by the Company’s board of directors, granted to employees, consultants or service providers:
(A) issued any securities or incurred any material liability or obligation, direct or contingent, for borrowed money other than in the
ordinary course of business; or (B) declared or paid any dividend or made any other distribution on or in respect to its capital stock.
(e) Independent
Accountants. To the best of the Company’s knowledge, WWC, P.C., whose report is filed with the Commission as part of the Registration
Statement, is an independent registered public accountant as required by the Act and the Regulations.
(f) Financial
Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement,
the Disclosure Materials, and the Prospectus fairly present the financial position and the results of operations of the Company at the
dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States generally
accepted accounting principles, consistently applied throughout the periods involved except as disclosed therein; and the supporting
schedules included in the Registration Statement present fairly the information required to be stated therein. The Registration Statement
discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships
of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s
financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant
components of revenues or expenses, if any. Except as disclosed in the Registration Statement, the Disclosure Materials, and the Prospectus,
(i) neither the Company nor any of its subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered
into any material transactions other than in the ordinary course of business, (ii) the Company has not declared or paid any dividends
or made any distribution of any kind with respect to its capital stock, (iii) there has not been any change in the capital stock of the
Company or any of its subsidiaries any grants under any stock compensation plan, (iv) there has been no change related to stock compensation
plans, and, (iv) there has not been any material adverse change in the Company’s long-term or short-term debt.
(g) Authorized
Capital; Options, etc. The Company had the duly authorized, issued and outstanding capitalization as set forth in the Registration
Statement, the Disclosure Materials, and the Prospectus. Based on the assumptions stated in the Registration Statement, the Disclosure
Materials, and the Prospectus, the Company will have on the Closing Date and any Additional Closing Date the adjusted capitalization
set forth therein. Except as set forth in, or contemplated by, this Agreement, the Registration Statement, the Disclosure Materials,
and the Prospectus, on the Effective Date, the Closing Date and any Additional Closing Date, there will be no options, warrants, or other
rights to purchase or otherwise acquire any authorized, but unissued share capital of the Company or any security convertible into share
capital of the Company, or any contracts or commitments to issue or sell shares or any such options, warrants, rights or convertible
securities.
(h) Valid
Issuance of Securities, etc.
(i) Outstanding
Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement
have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission
with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued
in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company.
(ii) Securities
Sold Pursuant to this Agreement. The Securities have been duly authorized for issuance and sale and, when issued and paid for, will
be validly issued, fully paid and non-assessable; the Securities are not and will not be subject to the preemptive rights of any holders
of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for
the authorization, issuance and sale of the foregoing Securities has been duly and validly taken. The Securities conform in all material
respects to all statements with respect thereto contained in the Registration Statement.
(iii) Issuance
of Securities. Upon issuance of Securities, and subject to full payment thereof by the Underwriters in accordance with the terms
thereof, such Securities will be duly and validly issued, and the persons in whose names the Securities are registered will be entitled
to the rights specified in the Securities, and upon the sale and delivery of these Securities, and payment therefor, pursuant to this
Agreement, the purchasers will acquire good, marketable and valid title to such Securities, free and clear of all pledges, liens, security
interests, charges, claims or encumbrances of any kind.
(i) Registration
Rights of Third Parties. Except as set forth in the Registration Statement, the Disclosure Materials, and the Prospectus, no holders
of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the
right to require the Company to register any such securities of the Company under the Act or to include any such securities in a registration
statement to be filed by the Company.
(j) Validity
and Binding Effect of This Agreement. This Agreement has been duly and validly authorized by the Company, and, when executed and
delivered, will constitute the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms,
except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state
securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject
to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.
(k) No
Conflicts. The execution, delivery, and performance by the Company of this Agreement, the consummation by the Company of the
transactions herein and therein contemplated and the compliance by the Company with the terms hereof do not and will not, with or without
the giving of notice or the lapse of time or both: (i) result in a material breach of, or conflict with any of the terms and provisions
of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or
encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a
party; (ii) result in any violation of the provisions of the Company’s amended and restated memorandum and articles of association
or bylaws (as the same may be amended from time to time, the “Charter”); or (iii) violate any existing applicable
law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the
Company or any of its properties or business constituted as of the date hereof, except such violation or breach that would not reasonably
be expected to have a Material Adverse Effect.
(l) No
Defaults; Violations. Except as described in the Registration Statement, the Disclosure Materials, and the Prospectus, no default
exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage,
deed of trust, note, loan or credit agreement, or any other material agreement or instrument evidencing an obligation for borrowed money,
or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of
the properties or assets of the Company is subject, except for such defaults that would not, singly or in the aggregate, result in a
Material Adverse Effect to the Company and its subsidiaries, taken as a whole, and that are not otherwise disclosed in the Disclosure
Materials. The Company is not in violation of any term or provision of its Charter, or in violation in any respect of any franchise,
license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or court, domestic or foreign, having
jurisdiction over the Company or any of its properties or businesses, except for such defaults that would not, singly or in the aggregate,
result in a Material Adverse Effect to the Company and its subsidiaries, taken as a whole, and that are not otherwise disclosed in the
Disclosure Materials.
(m) Corporate
Power; Licenses; Consents.
(i) Conduct
of Business. Except as described in the Registration Statement, the Disclosure Materials, and the Prospectus, the Company has all
requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates and permits
of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business purpose as described
in the Prospectus except, any non-compliance, in each case, would not reasonably be expected to have a Material Adverse Effect.
(ii) Transactions
Contemplated Herein. The Company has the corporate power and authority to enter into this Agreement and to carry out the provisions
and conditions hereof and thereof, and the consents, authorizations, approvals and orders required in connection therewith have been
obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid
issuance, sale and delivery of the Securities and the consummation by the Company of the transactions and agreements contemplated by
this Agreement and as contemplated by the Prospectus, except with respect to applicable federal and state securities laws and the rules
and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).
(n) D&O
Questionnaires. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”)
completed by each of the Company’s directors and officers named in the section “Management” in the Prospectus and the
beneficial owners of 5% or greater of the Company’s outstanding Class A Ordinary Shares immediately prior to the Offering (the
“Insiders”) as well as in the Lock-Up Agreement in the form attached hereto as Annex IV provided
to the Underwriter is true and correct in all respects and the Company has not become aware of any information which would cause the
information disclosed in the questionnaires completed by each Insider to become inaccurate and incorrect.
(o) Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding
pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the best of the Company’s knowledge,
any executive officer or director that has not been disclosed in the Registration Statement, the Disclosure Materials, and the Prospectus
or in connection with the Company’s listing application for the listing of the Securities on Nasdaq Capital Market.
(p) Good
Standing. The Company has been duly incorporated, is validly existing and is in good standing under the laws of the British Virgin
Islands (the “BVI”) as of the date hereof and is duly qualified to do business and is in good standing in each jurisdiction
in which the conduct of business requires such qualification, except where the failure to qualify would not reasonably be expected to
have a Material Adverse Effect.
(q) Transactions
Affecting Disclosure to FINRA.
(i) Payments
Within Twelve (12) Months. Except as described in the Registration Statement, the Disclosure Materials, and the Prospectus, the Company
or any Insider has not made any direct or indirect payments (in cash, securities or otherwise) or reached any arrangements, agreements,
or understanding with any person or entity relating to any finder’s fee, consulting fee or similar arrangement, in consideration
of such person or entity raising capital for the Company or introducing to the Company persons who raised or provided capital to the
Company, within the twelve months prior to the Effective Date, as provided hereunder in connection with the Offering.
(ii) FINRA
Affiliation. To the best of the Company’s knowledge, and except as may have been previously disclosed in writing to the Underwriters,
no Insiders has any direct or indirect affiliation or association with any FINRA member (as determined in accordance with the rules and
regulations of FINRA).
(r) Foreign
Corrupt Practices Act. Neither the Company nor any of its subsidiaries, nor any director or officer of the Company or any of its
subsidiaries nor, to the best knowledge of the Company, any agent, employee, affiliate or other person associated with or acting on behalf
of the Company or any of its subsidiaries has (i) made, offered, promised or authorized any unlawful contribution, gift, entertainment
or other unlawful expense (or taken any act in furtherance thereof), (ii) made, offered, promised or authorized any direct or indirect
unlawful payment or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or the
rules and regulations thereunder, the Bribery Act 2010 of the United Kingdom or any other applicable anti-corruption, anti-bribery or
related law, statute or regulation (collectively, the “Anti-Corruption Laws”); the Company and its subsidiaries have
conducted their businesses in compliance with Anti-Corruption Laws and have instituted and maintained and will continue to maintain policies
and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained
herein; neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance
of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in
violation of Anti-Corruption Laws.
(s) Officers’
Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to Underwriters or to Underwriters’
Counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
(t) Lock-Up
Period.
(i) Each
of the Company’s officers, directors, and holders of 5% or greater securities or capital stock of the Company, including the Class
A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such securities or capital stock ( the “Lock-Up
Parties”) have agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Annex IV that for a period of
six (6) months from the closing of the Offering (the “Lock-Up Period”), such persons and their affiliated parties
shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any securities
or shares of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such
securities or capital stock, without the prior written consent of the Underwriters.
(ii) The
Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriters, it will
not, for a period of three (3) months from the closing of the Offering, (A) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer
or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or
exchangeable for shares of capital stock of the Company; (B) file or cause to be filed any registration statement with the Commission
relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable
for shares of capital stock of the Company or (C) enter into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause
(A), (B) or (C) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise.
The restrictions contained in this section (ii) shall not apply to (x) the Securities to be sold hereunder; (y) the issuance by the Company
of Securities upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof and
disclosed in the Registration Statement and/or the Disclosure Package; and (z) the issuance of Ordinary Shares pursuant to the Company’s
existing stock option or bonus plans as disclosed in the Registration Statement and the Disclosure Materials.
(u) Subsidiaries.
The subsidiaries of the Company are duly organized and in good standing under the laws of the place of organization or incorporation,
and each such subsidiary is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of business
requires such qualification, except where the failure to qualify would not have a Material Adverse Effect. The Company’s ownership
and control of each subsidiary and each subsidiary’s ownership and control of other subsidiaries, is as described in the Registration
Statement, the Disclosure Materials and the Prospectus. The Company does not own or control, directly or indirectly, any corporation,
association or entity other than the subsidiaries described in the Registration Statement, the Disclosure Materials and the Prospectus.
Each of the Company and its subsidiaries has full corporate power and authority to own or lease, as the case may be, and to operate its
properties and conduct its business as described in the Disclosure Materials and the Prospectus, and is duly qualified to do business
under the laws of each jurisdiction which requires such qualification. Exhibit 21.1 of the Registration Statement lists all the Company’s
significant subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Act) and sets forth the ownership
of all of such subsidiaries.
(v) Related
Party Transactions. Except as disclosed in the Registration Statement, the Disclosure Materials, and the Prospectus, there are no
business relationships or related party transactions involving the Company or any other person required to be described in the Registration
Statement, the Disclosure Materials, and the Prospectus that have not been described as required.
(w) Board
of Directors. The Board of Directors of the Company is comprised of the persons set forth under the heading of the Prospectus captioned
“Management.” The qualifications of the persons serving as board members and the overall composition of the board comply
with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder applicable to the Company and the rules of Nasdaq. At least
one member of the Board of Directors of the Company qualifies as an “audit committee financial expert” as such term is defined
under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of Nasdaq. In addition, at least a majority of
the persons serving on the Board of Directors qualify as “independent” as defined under the rules of the Commission and Nasdaq.
(x) Sarbanes-Oxley
Compliance. Except as described in the Registration Statement, the Disclosure Materials, and the Prospectus, the Company has taken
all necessary actions to ensure that, on the Effective Date, will be in material compliance with the provisions of the Sarbanes-Oxley
Act of 2002 applicable to it and has implemented or will implement such programs and taken reasonable steps to ensure the Company’s
future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all the material provisions of the Sarbanes-Oxley
Act of 2002.
(y) No
Investment Company Status. The Company is not and, after giving effect to the Offering and sale of the Securities and the application
of the net proceeds thereof as described in the Registration Statement, the Disclosure Materials, and the Prospectus, will not be, an
“investment company” as defined in the Investment Company Act of 1940, as amended.
(z) No
Material Labor Disputes. No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of
the Company’s knowledge, is imminent, which would result in a Material Adverse Effect.
(aa) Intellectual
Property. Except as described in the Registration Statement, the Disclosure Materials, and the Prospectus, the Company and each of
its subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names,
trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual
Property”) necessary for the conduct of the business of the Company and its subsidiaries as currently carried on and as described
in the Registration Statement, the Disclosure Materials, and the Prospectus, except for such Intellectual Property, the failure of which
to own or possess, as the case may be, would not reasonably be expected to result in a Material Adverse Effect. To the best of the Company’s
knowledge, no action or use by the Company or any of its subsidiaries will involve or give rise to any infringement of, or material license
or similar fees for, any Intellectual Property of others, that would reasonably be expected to have a Material Adverse Effect on the
Company and the subsidiaries, taken as a whole, except as disclosed in the Registration Statement. Neither the Company nor any of its
subsidiaries has received any notice alleging any such infringement or fee, except such infringement or fee that would not reasonably
be expected to have a Material Adverse Effect on the Company or the subsidiaries, taken as a whole.
(bb) Taxes.
(i) Each
of the Company and its subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior
to the date hereof or has duly obtained extensions of time for the filing thereof. Each of the Company and its subsidiaries has paid
all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all material taxes imposed on or assessed
against the Company or such subsidiaries. The provisions for taxes payable, if any, shown on the financial statements filed with or as
part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, for all periods to and including
the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters and to the knowledge of the Company,
(A) no material issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or
taxes asserted as due from the Company or its subsidiaries, and (B) no waivers of statutes of limitation with respect to the returns
or collection of taxes have been given by or requested from the Company or its subsidiaries. The term “taxes” shall
mean all federal, state, local, foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise,
profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property,
windfall profits, customs, duties or other taxes, fees, assessments, or charges of any kind whatever, together with any interest and
any penalties, additions to tax, or additional amounts with respect thereto. The term “returns” means all returns,
declarations, reports, statements, and other documents required to be filed with relevant taxing authorities in respect to taxes.
(ii) Except
as disclosed in the Registration Statement, the Disclosure Materials, and the Prospectus, no transaction, stamp, capital or other issuance,
registration, transaction, transfer or withholding taxes or duties are payable in the BVI and the Malaysia to any BVI or Malaysia taxing
authority in connection with (A) the issuance, sale and delivery of the Securities to or for the account of the purchasers, and (B) the
purchase from the Company and the sale and delivery of the Securities to purchasers thereof
(cc) Data.
The statistical, industry-related and market-related data included in the Registration Statement, the Disclosure Materials, and the Prospectus
are based on or derived from sources which the Company reasonably and in good faith believes are reliable and accurate, and such data
agree with the sources from which they are derived. The Company has obtained the written consent to the use of such data from such sources
to the extent necessary.
(dd) The
Company’s Board of Directors has validly appointed an audit committee whose composition satisfies the requirements of the rules
and regulations of Nasdaq and the Board of Directors and/or audit committee has adopted a charter that satisfies the requirements of
the rules and regulations of Nasdaq. Except as described in the Registration Statement, the Disclosure Materials, and the Prospectus,
neither the Board of Directors nor the audit committee has been informed, nor is any director of the Company aware, of any significant
deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the Company’s ability to record, process, summarize and report financial information.
(ee) Neither
the Company nor the subsidiaries has, prior to the date hereof, made any offer or sale of any securities which are required to be “integrated”
pursuant to the Act or the Regulations with the offer and sale of the Underwriters pursuant to the Registration Statement. Except as
disclosed in the Registration Statement, neither the Company nor the subsidiaries has sold or issued any Class A Ordinary Shares or any
securities convertible into, exercisable or exchangeable for Class A Ordinary Shares, or other equity securities, or any rights to acquire
any Class A Ordinary Shares or other equity securities of the Company, during the six-month period preceding the date of the Prospectus,
including but not limited to any sales pursuant to Rule 144A or Regulation D or S under the Act, other than Class A Ordinary Shares issued
pursuant to employee benefit plans, qualified stock option plans or the employee compensation plans or pursuant to outstanding options,
rights or warrants as described in the Registration Statement, if any.
(ff) Money
Laundering. The operations of the Company and the subsidiaries are and have been conducted at all times in all material respects
in compliance with applicable financial recordkeeping and reporting requirements of money laundering statutes and the rules and regulations
thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively,
the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority
or body or any arbitrator involving the Company, or any of its subsidiaries with respect to the Money Laundering Laws is pending or,
to the best of the Company’s knowledge, threatened.
(gg) Office
of Foreign Assets Control. Neither the Company nor any of its subsidiaries, nor any director or officer of the Company or any of
its subsidiaries nor, to the knowledge of the Company, any agent, employee, affiliate or other person associated with or acting on behalf
of the Company or any of its subsidiaries is (A) currently the subject or the target of any sanctions administered or enforced by the
U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”),
or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or
“blocked person,” the European Union, His Majesty’s Treasury, the United Nations Security Council, or other relevant
sanctions authority (collectively, “Sanctions”), (B) located, organized, or resident in a country or territory that is the
subject or target of comprehensive Sanctions (a “Sanctioned Jurisdiction”), and the Company will not directly or indirectly
use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture
partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding,
is the subject or the target of Sanctions or with a Sanctioned Jurisdiction (ii) in any other manner that will result in a violation
by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions;
neither the Company nor any of its subsidiaries is engaged in, or has, at any time in the past five years, engaged in, any dealings or
transactions with or involving any individual or entity that was or is, as applicable, at the time of such dealing or transaction, the
subject or target of Sanctions or with any Sanctioned Jurisdiction; the Company and its subsidiaries have instituted, and maintain, policies
and procedures designed to promote and achieve continued compliance with Sanctions.
(hh) No
Immunity. None of the Company, its subsidiaries, or any of its or their properties or assets has any immunity from the jurisdiction
of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution
or otherwise) under the laws of the BVI, Malaysia, New York or United States federal law; and, to the extent that the Company, its subsidiaries,
or any of their respective properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in
any such court in which proceedings may at any time be commenced, each of the Company and its subsidiaries waives or will waive such
right to the extent permitted by law and has consented to such relief and enforcement under New York law as provided under this Agreement.
(ii) Free
Transferability of Dividends or Distributions. Except as disclosed in the Disclosure Materials, Registration Statement and Prospectus
all dividends and other distributions declared and payable on the Class A Ordinary Shares may under current BVI and Malaysia laws and
regulations be paid to the holders of Securities in United States dollars and may be converted into foreign currency that may be transferred
out of BVI and Malaysia in accordance with, and all such payments made to holders thereof or therein who are non-residents of BVI or
Malaysia, will not be subject to income, withholding or other taxes under, the laws and regulations of BVI and Malaysia, or any political
subdivision or taxing authority thereof or therein and will otherwise be free and clear of any other tax, duty, withholding or deduction
in BVI and Malaysia or any political subdivision or taxing authority thereof or therein and without the necessity of obtaining any governmental
authorization in BVI and Malaysia or any political subdivision or taxing authority thereof or therein.
(jj) Not
a PFIC. Except as disclosed in the Disclosure Materials, Registration Statement and Prospectus, the Company does not expect that
it will be treated as a Passive Foreign Investment Company (“PFIC”) within the meaning of Section 1297 of the United
States Internal Revenue Code of 1986, as amended, for its current taxable year. The Company has no plan or intention to operate in such
a manner that would reasonably be expected to result in the Company becoming a PFIC in future taxable years.
(kk) Reserved.
(ll)
Foreign Private Issuer Status. The Company is a “foreign private
issuer” within the meaning of Rule 405 under the Act.
(mm)
Choice of Law. Except as disclosed in the Registration Statement, the Disclosure Materials,
and the Prospectus, the choice of law provision set forth in this Agreement constitutes a legal and valid choice of law under the laws
of the BVI, Hong Kong, and Malaysia and will be honored by courts in the BVI, Hong Kong, and Malaysia, subject to compliance with relevant
civil procedural requirements (that do not involve a re-examination of the merits of the claim) in the BVI, Hong Kong, and Malaysia.
The Company has the power to submit, and pursuant to Section 14 of this Agreement, has legally, validly, effectively
and submitted, to the personal jurisdiction of each of the New York Courts, and the Company has the power to designate, appoint and authorize,
and pursuant to Section 14 of this Agreement, has legally, validly, effectively and irrevocably designated, appointed
an authorized agent for service of process in any action arising out of or relating to this Agreement, or the Securities in any New York
Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company
as provided in Section 14 of this Agreement.
(nn)
Recognition of Judgments. Except as described under the section “Enforceability
of Civil Liabilities” in the Prospectus, the courts of the BVI, Hong Kong, and Malaysia would recognize as a valid judgment any
final monetary judgment obtained against the Company in the courts of the State of New York.
(oo) MD&A.
The section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
in the Preliminary Prospectus included in the Disclosure Materials and the Prospectus accurately and fully describes in all material
respects (i) accounting policies that the Company believes are the most important in the portrayal of the Company’s financial condition
and results of operations and that require management’s most difficult, subjective or complex judgments (“Critical Accounting
Policies”); (ii) judgments and uncertainties affecting the application of the Critical Accounting Policies; and (iii) the likelihood
that materially different amounts would be reported under different conditions or using different assumptions and an explanation thereof;
and the Company’s management have reviewed and agreed with the selection, application and disclosure of the Critical Accounting
Policies as described in the Disclosure Materials and the Prospectus and have consulted with its independent accountants with regard
to such disclosure.
(pp) Scheme
or Arrangement with Shareholders. Neither the Company nor any of its affiliate is a party to any scheme or arrangement through which
shareholders or potential shareholders are being loaned, given or otherwise having money made available for the purchase of shares whether
before, in or after the Offering. Neither the Company nor any of its affiliate is aware of any such scheme or arrangement, regardless
of whether it is a party to a formal agreement.
(qq) Dividends
and Distributions. Except as disclosed in the Registration Statement, the Disclosure Materials, and the Prospectus, no subsidiaries
of the Company is currently prohibited or restricted, directly or indirectly, from paying any dividends to the Company, from making any
other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from
the Company or from transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of the Company.
3. Offering.
Upon authorization of the release of the Securities by the Underwriters, the Underwriters propose to offer the Securities for sale to
the public upon the terms and conditions set forth in the Prospectus.
4. Covenants
of the Company. The Company acknowledges, covenants and agrees with the Underwriters that:
(a) The
Registration Statement and any amendments thereto have been declared effective, and if Rule 430A is used or the filing of the Prospectus
is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used) pursuant
to Rule 424(b) within the prescribed time period and will provide evidence satisfactory to the Underwriters of such timely filing.
(b) During
the period beginning on the date hereof and ending on the later of the Closing Date or such date as, in the reasonable opinion of Underwriters’
Counsel, the Prospectus is no longer required by law to be delivered (or in lieu thereof the notice referred to in Rule 173(a) under
the Act is no longer required to be provided) in connection with sales by an underwriter or dealer (the “Prospectus Delivery
Period”), prior to amending or supplementing the Registration Statement, the Disclosure Materials or the Prospectus, the Company
shall furnish to the Underwriters and Underwriters’ Counsel for review a copy of each such proposed amendment or supplement, and
the Company shall not file any such proposed amendment or supplement to which the Underwriters reasonably object within 36 hours of delivery
thereof to Underwriters’ Counsel.
(c) After
the date of this Agreement, the Company shall promptly advise the Underwriters in writing of: (i) the receipt of any comments of, or
requests for additional or supplemental information from, the Commission; (ii) the time and date of any filing of any post-effective
amendment to the Registration Statement or any amendment or supplement to any prospectus, the Disclosure Materials or the Prospectus;
(iii) the time and date that any post-effective amendment to the Registration Statement becomes effective; and (iv) the issuance by the
Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of
any order preventing or suspending its use or the use of any prospectus, the Disclosure Materials, the Prospectus, or the initiation
of any proceedings to remove, suspend or terminate from listing the Shares from any securities exchange upon which the Shares are listed
for trading, or of the threatening of initiation of any proceedings for any of such purposes. If the Commission shall enter any such
stop order at any time, the Company will use its reasonable efforts to obtain the lifting of such order at the earliest possible moment.
Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430A and 430B, as applicable, under the Act
and will use its reasonable efforts to confirm that any filings made by the Company under Rule 424(b) or Rule 433 were received in a
timely manner by the Commission (without reliance on Rule 424(b)(8) or Rule 164(b)).
(d) (i) During
the Prospectus Delivery Period, the Company will comply with all requirements imposed upon it by the Act, as now and hereafter amended,
and by the Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities
as contemplated by the provisions hereof, the Registration Statement, the Disclosure Materials, and the Prospectus. If during such period
any event or development occurs as a result of which the Prospectus (or if the Prospectus is not yet available to prospective purchasers,
the Disclosure Materials) would include an untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary or appropriate
in the opinion of the Company or its counsel or the Underwriters or Underwriters’ Counsel to amend the Registration Statement or
supplement the Prospectus (or if the Prospectus is not yet available to prospective purchasers, the Disclosure Materials) to comply with
the Act, the Company will promptly notify the Underwriters and will promptly amend the Registration Statement or supplement the Prospectus
(or if the Prospectus is not yet available to prospective purchasers, the Disclosure Materials) or file such document (at the expense
of the Company) so as to correct such statement or omission or effect such compliance.
(ii) If
at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such
Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement or the Prospectus or would
include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances there existing, not misleading, the Company will promptly notify the Underwriters and will promptly
amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement
or omission.
(e) The
Company will deliver to the Underwriters and Underwriters’ Counsel a copy of the Registration Statement, as initially filed, and
all amendments thereto, including all consents and exhibits filed therewith, and will maintain in the Company’s files manually
signed copies of such documents for at least five (5) years after the date of filing thereof. The Company will promptly deliver to each
of the Underwriters such number of copies of any Preliminary Prospectus, the Prospectus, the Registration Statement, and all amendments
of and supplements to such documents, if any, and all documents which are exhibits to the Registration Statement and any Preliminary
Prospectus or Prospectus or any amendment thereof or supplement thereto, as the Underwriters may reasonably request. Prior to 10:00 A.M.,
Eastern Time, on the Business Day next succeeding the date of this Agreement, and from time to time thereafter, the Company will furnish
to the Underwriters copies of the Prospectus in such quantities as the Underwriters may reasonably request.
(f) The
Company consents to the use and delivery of the Preliminary Prospectus by the Underwriters in accordance with Rule 430 and Section 5(b)
of the Act.
(g) If
the Company elects to rely on Rule 462(b) under the Act, the Company shall both file a Rule 462(b) Registration Statement with the Commission
in compliance with Rule 462(b) by the earlier of: (i) 10:00 P.M., Eastern Time, on the date of this Agreement, and (ii) the time that
confirmations are given or sent, as specified by Rule 462(b)(2), and pay the applicable fees in accordance with Rule 111 of the Act.
(h) The
Company will use its best efforts, in cooperation with the Underwriters, at or prior to the time of effectiveness of the Registration
Statement, to qualify the Securities for offering and sale under the securities laws relating to the offering or sale of the Securities
of such jurisdictions as the Underwriters may designate and to maintain such qualifications in effect for so long as required for the
distribution thereof; except that in no event shall the Company be obligated in connection therewith to qualify as a foreign corporation
or to execute a general consent to service of process or to subject itself to taxation if it is otherwise not so subject.
(i) The
Company will make generally available (which includes filings pursuant to the Exchange Act made publicly through the Electronic Data
Gathering, Analysis and Retrieval (“EDGAR”) system) to its security holders as soon as practicable, but in any event
not later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement (which need not be audited)
covering a 12-month period that shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Regulations.
(j) During
three months following the Closing Date, the Company or any successor to the Company shall not undertake any public or private offerings
of any equity securities of the Company (including equity-linked securities) without the prior written consent of the Underwriters, which
shall not be unreasonably withheld.
(k) Starting
from the commencement of sales of this offering, any of the entities and individuals listed on Schedule B hereto (the
“Lock-Up Parties”), without the prior written consent of the Underwriters, shall not sell or otherwise dispose of
any securities of the Company, whether publicly or in a private placement, during their respective lock-up period in the lock-up agreements
that are in effect. The Company will deliver to the Underwriters the agreements of the Lock-Up Parties to the foregoing effect on the
date of this Agreement, which agreements shall be substantially in the form attached hereto as Annex IV.
(l) The
Company will not issue press releases or engage in any other publicity without the Underwriters’ prior written consent, for a period
ending at 5:00 P.M., Eastern Time, on the first Business Day following the forty-fifth (45th) day following the Closing Date, other than
normal and customary releases issued in the ordinary course of the Company’s business, or as required by law.
(m) The
Company will apply the net proceeds from the sale of the Securities as set forth under the caption “Use of Proceeds” in the
Prospectus. Without the prior written consent of the Underwriters, except as disclosed in the Registration Statement, the Disclosure
Materials and the Prospectus, no proceeds of the Offering will be used to pay outstanding loans from officers, directors or shareholders
or to pay any accrued salaries or bonuses to any employees or former employees.
(n) The
Company will use its best efforts to effect and maintain the listing of the Class A Ordinary Shares on the Nasdaq Capital Market for
at least three (3) years after the Effective Date, unless such listing is terminated as a result of a transaction approved by the holders
of a majority of the voting securities of the Company.
(o) The
Company will use its best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior
to the Closing Date and any Additional Closing Date, and to satisfy all conditions precedent to the delivery of the Securities.
(p) The
Company will not take, and will cause its subsidiaries not to take, directly or indirectly, any action which constitutes or is designed
to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of
the price of any security to facilitate the sale or resale of any of the Securities.
(q) The
Company shall cause to be prepared and delivered to the Underwriters, at its expense, within two (2) Business Days from the date of this
Agreement, an Electronic Prospectus to be used by the Underwriters in connection with the Offering. As used herein, the term “Electronic
Prospectus” means a form of prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (i)
it shall be encoded in an electronic format, satisfactory to the Underwriters, that may be transmitted electronically by the Underwriters
to offerees and purchasers of the Securities for at least the period during which a Prospectus relating to the Securities is required
to be delivered under the Act or the Exchange Act; (ii) it shall disclose the same information as the paper prospectus and prospectus
filed pursuant to EDGAR, except to the extent that graphic and image material cannot be disseminated electronically, in which case such
graphic and image material shall be replaced in the electronic prospectus with a fair and accurate narrative description or tabular representation
of such material, as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to
the Underwriters, that will allow recipients thereof to store and have continuously ready access to the prospectus at any future time,
without charge to such recipients (other than any fee charged for subscription to the Internet as a whole and for online time).
(r) Concurrently
with the execution and delivery of this Agreement, the Company will set up an escrow account with a third-party escrow agent approved
by the Representative in the United States and will fund such account on the Closing Date with US$500,000 from the proceeds of the Offering
that may be utilized by the Underwriters, subject to the terms of the escrow agreement to be entered into with the escrow agent, to fund
any indemnification claims of the Underwriters or other indemnified persons pursuant to Section 9 arising during the six (6) month period
following the Closing Date. The escrow account will be interest bearing, and the Company may, with prior written notice to the Representative,
invest the assets in low risk investments such as bonds, mutual funds and money market funds. All funds that are not subject to an indemnification
claim will be returned to the Company after the applicable period expires. The Company will pay the reasonable fees and expenses of the
escrow agent.
5. Representations
and Warranties of the Underwriters.
The
Underwriters represent and agree that, unless it obtains the prior written consent of the Company, they have not made and will not make
any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Rule 405 under the
Act, required to be filed with the Commission; provided that the prior written consent of the parties hereto shall be
deemed to have been given in respect of the free writing prospectuses. Any such free writing prospectus consented to by the Underwriters
is herein referred to as a “Permitted Free Writing Prospectus.” The Underwriters represent that they have treated or agree
that they will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433,
and have complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely
Commission filing where required, legending and record keeping.
6. Consideration;
Payment of Expenses.
(a) In
consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their
pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they are offering:
(i) an
underwriting discount equal to seven percent (7%) of the aggregate gross proceeds raised in the Offering;
(ii) a
non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering;
(iii) an
accountable expense allowance of up to $250,000, including, among other things, all reasonable fees and expenses of the Underwriters’
outside legal counsel; any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and
directors by a background search firm acceptable to the Underwriters; and the costs associated with bound volumes and mementos in such
quantities as the Underwriters may reasonably request (the “Accountable Out-of-Pocket Expenses”). The Company has advanced
an amount of $80,000 (the “Advances”) in anticipation of any Accountable Out-of-Pocket Expenses to be incurred by the Underwriters.
The Advances against the Accountable Out-of-Pocket Expenses, to the extent that such Accountable Out-of-Pocket Expenses are not actually
incurred in accordance with FINRA Rule 5110(g)(4)(A), shall be promptly returned to the Company.
(b) The
Underwriters reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a
determination shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or
that the terms thereof require adjustment.
(c) Whether
or not the transactions contemplated by this Agreement, the Registration Statement, the Disclosure Materials, and the Prospectus are
consummated or this Agreement is terminated, the Company hereby agrees to bear all costs and expenses incident to the Offering, which
is not included in the maximum accountable expense allowance, including the following:
(i) all
expenses in connection with the preparation, printing, formatting for EDGAR and filing of the Registration Statement, any Preliminary
Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to
the Underwriters and dealers;
(ii) all
fees and expenses in connection with filings with FINRA’s Public Offering System;
(iii) all
fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities
under the Act and the Offering;
(iv) all
reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or
blue sky laws;
(v) all
fees and expenses in connection with listing the Securities on a national securities exchange;
(vi) all
reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in
connection with attending or hosting meetings with prospective purchasers of the Securities;
(vii) all
the road show expenses incurred by the Company;
(viii) any
stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering;
(ix) the
costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing
the Securities;
(x) the
cost and charges of any transfer agent or registrar for the Securities.
(d) It
is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof,
the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6,
in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse
Change, (i) the Company will pay, less the amount of the Advances previously paid, all Accountable Out-of-Pocket Expenses (including
but not limited to fees and disbursements of Underwriters’ Counsel and reasonable and accountable travel) incurred in connection
herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate
amount of such expenses to be reimbursed by the Company shall not exceed $250,000, including the Advances, and (ii) to the extent that
the Underwriters’ Accountable Out-of-Pocket Expenses are less than the Advances, the Underwriters will return to the Company that
portion of the Advances not offset by actual expenses.
7. Right
of First Refusal. The Company and the Representative agree that the Representative shall have an irrevocable right of first refusal
(the “Right of First Refusal”) for a period of twelve (12) months from the date the Offering is completed, to provide
investment banking services to the Company on an exclusive basis in all matters for which investment banking services are sought by the
Company on terms that are the same or more favorable to the Company comparing to terms offered to the Company by other underwriters or
placement agents, which right is exercisable at the Representative’s sole and exclusive discretion. For these purposes, investment
banking services shall include, without limitation, (a) acting as the lead manager for any underwritten public offering and (b) acting
as the exclusive placement agent or initial purchaser in connection with any private offering of securities of the Company, provided,
however, that such right shall be subject to FINRA Rule 5110(g). The Representative shall notify the Company of its intention to exercise
the Right of First Refusal under this Section 7 within fifteen (15) business dates following the receipt of the Company’s written
notification of its financing needs. Any decision by the Representative to act in any such capacity shall be contained in separate agreements,
which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may
be mutually agreed upon, and indemnification of the Representative and shall be subject to general market conditions. If the Representative
declines to exercise the Right of First Refusal or is unable to provide same or more favorable terms to the Company under reasonable
standard, the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which
are not more favorable to such other person or persons than the terms declined by the Representative.
8. Conditions
of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Firm Shares as provided herein
shall be subject to: (i) the accuracy of the representations and warranties of the Company herein contained, as of the date hereof and
as of the Closing Date, (ii) the absence from any certificates, opinions, written statements or letters furnished to the Underwriters
or to Underwriters’ Counsel pursuant to this Section 8 of any misstatement or omission, (iii) the performance
by the Company of its obligations hereunder, and (iv) each of the following additional conditions. For purposes of this Section
8, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares.
(a) The
Registration Statement shall have become effective and all necessary regulatory and listing approvals shall have been received not later
than 5:30 P.M., Eastern Time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing
by the Underwriters. If the Company shall have elected to rely upon Rule 430A under the Act, the Prospectus shall have been filed with
the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating
to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant
to Rule 424(b) within the applicable time period; and, at or prior to the Closing Date and the actual time of the Closing, no stop order
suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor suspending or preventing
the use of the Disclosure Materials and the Prospectus shall have been issued; no proceedings for the issuance of such an order shall
have been initiated or threatened; all requests of the Commission for additional information (to be included in the Registration Statement,
the Disclosure Materials, and the Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfaction.
(b) The
Underwriters shall not have reasonably determined, and advised the Company, that the Registration Statement, the Disclosure Materials
or the Prospectus, or any amendment thereof or supplement thereto, contains an untrue statement of fact which, in the Underwriters’
reasonable opinion, is material, or omits to state a fact which, in the Underwriters’ reasonable opinion, is material and is required
to be stated therein or necessary to make the statements therein not misleading.
(c) The
Underwriters shall have received, in form satisfactory to the Underwriters and Underwriters’ counsel of (i) favorable legal opinions
from Conyers Dill & Pearman, BVI counsel to the Company dated as of the Closing Date and addressed to the Representative, (ii) favorable
legal opinions and negative assurance letter from Loeb & Loeb LLP, U.S. legal counsel for the Company, dated as of the Closing Date
and addressed to the Representative, and (iii) favorable legal opinions from Mah-Kamariyah & Philip Koh, Malaysia legal counsel to
the Company, dated as of the Closing Date. A copy of such opinion shall have been provided to the Underwriters with consent from such
counsel. Additionally, the Underwriters shall have received on the Closing Date an opinion and negative assurance letter of VCL Law LLP,
counsel for the Underwriters, dated the Closing Date, each in form and substance reasonably satisfactory to the Underwriters.
(d) The
Underwriters shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Company (the
“Officers’ Certificate”), substantially in the form attached hereto as Annex I and dated as
of the Closing Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 8 have been
satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section
2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed
or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material
loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental
proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and
no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements
that are required to be included in the Registration Statement, the Disclosure Materials, and the Prospectus pursuant to the Regulations
which are not so included, (vii) subsequent to the respective dates as of which information is given in the Registration Statement, the
Disclosure Materials, and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material
Adverse Change, whether or not arising from transactions in the ordinary course of business, and (viii) any other conditions deemed necessary
for the closing of the Offering by the Underwriters’ Counsel have been satisfied.
(e) At
each of the Closing Date, the Underwriters shall have received a certificate of the Company signed by the Chief Executive Officer of
the Company (the “CEO Certificate”), substantially in the form attached hereto as Annex II and dated
the Closing Date, certifying: (i) that each of the Charter is true and complete, has not been modified and is in full force and effect;
(ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not
been modified; (iii) the good standing of the Company; (iv) as to the incumbency of the officers of the Company. The documents referred
to in such certificate shall be attached to such certificate.
(f) On
the date of this Agreement and on the Closing Date, the Underwriters shall have received “comfort” letters from WWC, P.C.
(the “Auditor Comfort Letter”) as of each such date, addressed to the Underwriters and in form and substance satisfactory
to the Underwriters and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to
the Company within the meaning of the Act and all applicable Regulations, and stating, as of such date (or, with respect to matters involving
changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date
not more than two (2) business days prior to such date), the conclusions and findings of such firm with respect to the financial information
and other matters relating to the Registration Statement covered by such letter.
(g) On
the date of this Agreement and on the Closing Date, the Company shall have furnished to the Representative, a certificate on behalf of
the Company, dated the respective dates of delivery thereof and addressed to the Underwriters, of its Chief Financial Officer with respect
to certain financial date contained in the Registration Statement and Prospectus (the “CFO Certificate”), providing
“management comfort” with respect to such information, in form and substance reasonably satisfactory to the Representative,
substantially in the form attached hereto as Annex III.
(h) Subsequent
to the execution and delivery of this Agreement and prior to the Closing Date or, if earlier, the dates as of which information is given
in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall
not have been any change in the capital stock or long-term debt of the Company or any change or development involving a change, whether
or not arising from transactions in the ordinary course of business, in the business, condition (financial or otherwise), results of
operations, shareholders’ equity, properties or prospects of the Company, taken as a whole, including but not limited to the occurrence
of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, in any such case described
above, is, in the reasonable judgment of the Underwriters, so material and adverse as to make it impracticable or inadvisable to proceed
with the sale of Securities or Offering as contemplated hereby.
(i) The
Underwriters shall have received a lock-up agreement from each Lock-Up Party, duly executed by the applicable Lock-Up Party, in each
case substantially in the form attached as Annex IV.
(j) The
Securities are registered under the Exchange Act and, as of the Closing Date, the Securities shall be listed and admitted and authorized
for trading on the Nasdaq Capital Market and satisfactory evidence of such action shall have been provided to the Underwriters. The Company
shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Securities under
the Exchange Act or delisting or suspending the Securities from trading on the Nasdaq Capital Market, nor will the Company have received
any information suggesting that the Commission or the Nasdaq Capital Market is contemplating terminating such registration or listing.
The Firm Shares shall be DTC eligible.
(k) FINRA
shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and
arrangements.
(l) No
action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state
or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and
no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the
issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or
operations of the Company.
(m) The
Company shall have furnished the Underwriters and Underwriters’ Counsel with such other certificates, opinions or documents as
they may have reasonably requested.
9. Indemnification.
(a) The
Company agrees to indemnify and hold harmless (to the fullest extent permitted by applicable law) the Underwriters and each person, if
any, who controls the Underwriters within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any losses,
liabilities, claims, damages and expenses whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and
any and all reasonable expenses whatsoever, incurred in investigating, preparing or defending against any litigation, commenced or threatened,
or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or otherwise (including in settlement of any litigation if such settlement
is effected with the written consent of the Company), insofar as such losses, liabilities, claims, damages or expenses (or actions in
respect thereof) arise out of or are based upon: (i) an untrue statement or alleged untrue statement of a material fact contained in
(A) the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness
and at any subsequent time pursuant to Rules 430A and 430B of the Regulations, any Preliminary Prospectus, the Disclosure Materials,
the Prospectus, or any amendment or supplement to any of them or (B) any Issuer Free Writing Prospectus or any materials or information
provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing
Materials”), including any road show or investor presentations made to investors by the Company (whether in person or electronically),
or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading and will reimburse such indemnified party for any legal or other expenses reasonably
incurred by it in connection with investigations or defending against such losses, liabilities, claims, damages or expenses (or actions
in respect thereof); or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein;
or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder; provided, however, that
the Company shall not be liable in any such case to the extent that any such loss, liability, claim, damage or expense (or action in
respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made
in the Registration Statement, any Preliminary Prospectus, the Disclosure Materials, the Prospectus, or any such amendment or supplement
to any of them, or any Issuer Free Writing Prospectus or any Marketing Materials in reliance upon and in conformity with the Underwriters’
Information.
(b) The
Underwriters agree to indemnify and hold harmless the Company, each of the directors of the Company, each of the officers of the Company
who shall have signed the Registration Statement, and each other person, if any, who controls the Company within the meaning of Section
15 of the Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred
(including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating,
preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement
of any claim or litigation), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise
(including in settlement of any litigation if such settlement is effected with the written consent of the Underwriters), insofar as such
losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in the Registration Statement, at the time of effectiveness and at any subsequent
time pursuant to Rules 430A and 430B of the Regulations, any Preliminary Prospectus, the Disclosure Materials, the Prospectus, any amendment
or supplement to any of them or any Marketing Materials, or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse
such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending against
such losses, liabilities, claims, damages or expenses (or actions in respect thereof), in each case to the extent, but only to the extent,
that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made in the Underwriters’ Information.
(c) Promptly
after receipt by an indemnified party under subsection (a) or (b) above of notice of any claim or the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each
party against whom indemnification is to be sought in writing thereof (but the failure so to notify an indemnifying party shall not relieve
the indemnifying party from any liability which it may have under this Section 9 to the extent that it is not materially
prejudiced as a result thereof ). In case any such claim or action is brought against any indemnified party, and it so notifies an indemnifying
party thereof, the indemnifying party will be entitled to participate at its own expense in the defense of such action, and to the extent
it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified
party, to assume the defense thereof with counsel satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified
party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel
shall be at the expense of such indemnified party or parties unless: (i) the employment of such counsel shall have been authorized in
writing by one of the indemnifying parties in connection with the defense of such action; (ii) the indemnifying parties have not employed
counsel to have charge of the defense of such action within a reasonable time after notice of the claim or the commencement of the action;
(iii) the indemnifying party does not diligently defend the action after assumption of the defense; or (iv) such indemnified party or
parties shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified
party, or any of them, in conducting the defense of any such action or there may be legal defenses available to it or them which are
different from or additional to those available to any of the indemnifying parties (in which case the indemnifying parties shall not
have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees
and expenses shall be borne by the indemnifying parties and shall be paid as incurred. It is understood that the indemnifying party shall
not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) of the indemnified party or parties
unless such separate representations are required under applicable ethics rules that govern the representations of the indemnified party
or parties by such legal counsel. In the case of any separate firm for the Underwriters and such control persons and affiliates of any
Underwriters, such firm shall be designated in writing by the Underwriters. In the case of more than one separate firm (in addition to
any local counsel) for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in
writing by the Company. No indemnifying party shall, without the prior written consent of the indemnified parties, effect any settlement
or compromise of, or consent to the entry of judgment with respect to, any pending or threatened claim, investigation, action or proceeding
in respect of which indemnity or contribution may be or could have been sought by an indemnified party under this Section 9 or Section
10 hereof (whether or not the indemnified party is an actual or potential party thereto), unless (v) such settlement, compromise
or judgment (A) includes an unconditional release of the indemnified party from all liability arising out of such claim, investigation,
action or proceeding and (B) does not include a statement as to or an admission of fault, culpability or any failure to act, by or on
behalf of the indemnified party, and (vi) the indemnifying party confirms in writing its indemnification obligations hereunder with respect
to such settlement, compromise or judgment.
10. Contribution.
In order to provide for contribution in circumstances in which the indemnification provided for in Section 9 is for any reason
held to be unavailable from any indemnifying party or is insufficient to hold harmless a party indemnified thereunder, the Company and
the Underwriters shall contribute to the aggregate losses, claims, damages, liabilities and expenses of the nature contemplated by such
indemnification provision (including any investigation, legal and other expenses incurred in connection with, and any amount paid in
settlement of, any action, suit or proceeding or any claims asserted, but after deducting in the case of losses, claims, damages, liabilities
and expenses suffered by the Company, any contribution received by the Company from persons, other than the Underwriters, who may also
be liable for contribution, including persons who control the Company within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, officers of the Company who signed the Registration Statement and directors of the Company), as incurred, to which the
Company and one or more of the Underwriters may be subject, in such proportions as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters on the other hand from the Offering and sale of the Securities or, if such allocation
is not permitted by applicable law, in such proportions as are appropriate to reflect not only the relative benefits referred to above
but also the relative fault of the Company and the Underwriters in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received
by the Company and the Underwriters shall be deemed to be in the same proportion as (i) the total proceeds from the Offering (net of
underwriting discount and commission but before deducting expenses) received by the Company bears to (ii) the underwriting discount and
commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault
of the Company and the Underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the
Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement
or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section
9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by
any other method of allocation which does not take account of the equitable considerations referred to above in this Section 9.
The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section
9 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing
or defending against any litigation, or any investigation or proceeding by any judicial, regulatory or other legal or governmental agency
or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged
omission. Notwithstanding the provisions of this Section 9: (iii) no Underwriter shall be required to contribute any amount in excess
of the underwriting discounts applicable to the Securities underwritten by it and distributed to the public and (iv) no Person guilty
of fraudulent misrepresentation (within the meaning of Section 12(f) of the Act) shall be entitled to contribution from any Person who
was not guilty of fraudulent misrepresentation (within the meaning of Section 12(f) of the Act). For purposes of this Section 9,
each Person, if any, who controls an Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act shall
have the same rights to contribution as such Underwriter, and each Person, if any, who controls the Company within the meaning of Section
15 of the Act or Section 20 of the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each
director of the Company shall have the same rights to contribution as the Company, subject in each case to clauses (iii) and (iv) of
the immediately preceding sentence. Any party entitled to contribution will, promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties,
notify each party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve
the party or parties from whom contribution may be sought from any obligation it or they may have under this Section 9 or
otherwise. As used herein, a “Person” refers to an individual or entity.
11. Survival
of Representations and Agreements. All representations, warranties, covenants and agreements of the Company and the Underwriters
contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including, without limitation, the
agreements contained in Sections 6, 15 and 16, the indemnity agreements contained in Section
9 and the contribution agreements contained in Section 10, shall remain operative and in full force and effect regardless
of any investigation made by or on behalf of the Underwriters or any controlling Person thereof or by or on behalf of the Company, any
of its officers or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by
the Underwriters. The representations and warranties contained in Section 2 and the covenants and agreements contained
in Sections 4, 6, 9, 10, 15 and 16 shall survive any termination of this Agreement, including
termination pursuant to Sections 12. For the avoidance of doubt, in the event of termination the Underwriters will be reimbursed
Accountable Out-of-Pocket Expenses subject to the limit in Section 6(d) and Section 12(d) below, in compliance with
FINRA Rules5110(g)(5)(A), 5110(g)(5)(B)(i) and 5110(g)(5)(B)(ii).
12. Effective
Date of Agreement; Termination; Defaulting Underwriters.
(a) This
Agreement shall become effective upon the later of: (i) receipt by the Underwriters and the Company of notification of the effectiveness
of the Registration Statement or (ii) the execution of this Agreement. Notwithstanding any termination of this Agreement, the provisions
of this Section 12 and of Sections 1, 4, 6, 9, 10, 15 and 16 shall remain
in full force and effect at all times after the execution hereof to the extent they are in compliance with FINRA Rule 5110(g)(5).
(b) The
Underwriters shall have the right to terminate this Agreement at any time prior to the consummation of the Closing if: (i) any domestic
or international event or act or occurrence has materially disrupted, or in the reasonable opinion of the Underwriters will in the immediate
future materially disrupt, the market for the Company’s securities or securities in general; or (ii) trading on the New York Stock
Exchange or the Nasdaq Stock Market has been suspended or made subject to material limitations, or minimum or maximum prices for trading
have been fixed, or maximum ranges for prices for securities have been required, on the NYSE Euronext or the Nasdaq Stock Market or by
order of the Commission, FINRA or any other governmental authority having jurisdiction; or (iii) a banking moratorium has been declared
by any state or federal authority or any material disruption in commercial banking or securities settlement or clearance services has
occurred; or (iv) (A) there has occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or
there is a declaration of a national emergency or war by the United States or (B) there has been any other calamity or crisis or any
change in political, financial or economic conditions, if the effect of any such event in (A) or (B), in the reasonable judgment of the
Underwriters, is so material and adverse that such event makes it impracticable or inadvisable to proceed with the offering, sale and
delivery of the Firm Shares on the terms and in the manner contemplated by the Prospectus.
(c) Any
notice of termination pursuant to this Section 12 shall be in writing and delivered in accordance with Section
12.
(d) If,
on the Closing Date or any Additional Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase
the Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of the Shares which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (10%) of the aggregate number of the
Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares
set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of
all such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase the Shares which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that, in no event shall the number
of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 11(d) by an amount
in excess of one-ninth (1/9) of such number of Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter
or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default
occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on such date, and arrangements satisfactory
to the Representative and the Company for the purchase of such Firm Shares are not made within thirty six (36) hours after such default,
this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case, either
the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order
that the required changes, if any, in the Registration Statement, in the Disclosure Materials, in the Prospectus or in any other documents
or arrangements may be effected. If, on an Additional Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase
Option Shares and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth (10%) of the
aggregate number of Option Shares to be purchased on such Additional Closing Date, the non-defaulting Underwriters shall have the option
to (i) terminate their obligation hereunder to purchase the Option Shares to be sold on such Additional Closing Date or (ii) purchase
not less than the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence
of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any
default of such Underwriter under this Agreement.
(e) If
this Agreement shall be terminated pursuant to any of the provisions hereof (other than pursuant to Section 12(b) hereof),
or if the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters
set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement
herein or comply with any provision hereof, the Company will, subject to demand by the Underwriters, reimburse the Underwriters for only
those documented Accountable Out-Of-Pocket Expenses (including the reasonable fees and expenses of their counsel), actually incurred
by the Underwriters in connection herewith as allowed under FINRA Rule 5110 less the amount of the Advances previously paid by the Company); provided,
however, that all such expenses, including the costs and expenses set forth in Section 6(c) which were actually
paid, shall not exceed $240,000, including the Advances.
13. Notices.
All communications hereunder, except as may be otherwise specifically provided herein, shall be in writing, and:
(a)
if sent to the Representative, shall be mailed, delivered, or emailed, to:
R.
F. Lafferty & Co., Inc.
40
Wall Street, 27th Floor
New
York, NY 10005
Email:
rhackel@rflafferty.com
Attention:
Robert Hackel
with
a copy to Underwriter’s Counsel at:
VCL
Law LLP
1945
Old Gallows Rd., Suite 260
Vienna,
VA 22182
Email:
fliu@vcllegal.com
Attention:
Fang Liu
(b) if
sent to the Company, shall be mailed, delivered, or emailed, to:
Linkers
Industries Limited
Lot
A99, Jalan 2A-3, A101 & A102, Jalan 2A, Kawasan Perusahaan MIEL
Sungai
Lalang, 08000 Sungai Petani, Kedah Darul Aman, Malaysia
Email:
ernest@linkers-hk.com
Attention:
Mr. Wai Kee KAN
with
a copy to the Company’s Counsel at:
Loeb
& Loeb LLP
2206-19
Jardine House
1
Connaught Place, Central
Hong
Kong SAR
Email:
lvenick@loeb.com
Attention:
Lawrence S. Venick
14. Parties;
Limitation of Relationship. This Agreement shall inure solely to the benefit of, and shall be binding upon, the Underwriters, the
Company and the controlling persons, directors, officers, employees and agents referred to in Sections 8 and 9 hereof,
and their respective successors and assigns, and no other Person shall have or be construed to have any legal or equitable right, remedy
or claim under or in respect of or by virtue of this Agreement or any provision herein contained. This Agreement and all conditions and
provisions hereof are intended to be for the sole and exclusive benefit of the parties hereto and such persons and their respective successors
and assigns, and not for the benefit of any other person. The term “successors and assigns” shall not include a purchaser,
in its capacity as such, of Securities from the Underwriter.
15. Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Each of the parties
hereto hereby submits to the exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York
(each, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby. Each of the parties hereto irrevocably waives any objection to the laying of venue of any suit or proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby in the New York Courts, and irrevocably waives and agrees not to plead
or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company
irrevocably appoints Cogency Global Inc. as its authorized agent (the “Authorized Agent”) in Newark, Delaware upon
which process may be served in any such suit or proceeding, and agrees that service of process in any manner permitted by applicable
law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the
Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation
and appointment of such agent in full force and effect for a period of three years from the date of this Agreement.
16. Entire
Agreement. This Agreement, together with the schedules and annexes attached hereto and as the same may be amended from time to time
in accordance with the terms hereof, contains the entire agreement among the parties hereto relating to the subject matter hereof and
there are no other or further agreements outstanding not specifically mentioned herein. This Agreement supersedes any prior agreements
or understandings among or between the parties hereto.
17. Severability.
If any term or provision of this Agreement or the performance thereof shall be invalid or unenforceable to any extent, such invalidity
or unenforceability shall not affect or render invalid or unenforceable any other provision of this Agreement and this Agreement shall
be valid and enforceable to the fullest extent permitted by law.
18. Amendment.
This Agreement may only be amended by a written instrument executed by each of the parties hereto.
19. Waiver,
etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed
or construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or
the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance
or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by
the party or parties against whom or which enforcement of such waiver may be sought; and no waiver of any such breach, non-compliance
or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
The parties to this Agreement hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial
by jury in any legal suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Disclosure
Materials, the Prospectus, the offering of the Shares or the transactions contemplated hereby.
20. No
Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as Underwriters in connection with
the offering of the Company’s Securities. The Company further acknowledges that the Underwriters are acting pursuant to a contractual
relationship created solely by this Agreement entered into on an arm’s-length basis and in no event do the parties intend that
the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in
connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s
Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to
the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions,
and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding
that the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated
hereby or the process leading thereto, including, without limitation, any negotiation related to the pricing of the Securities; and the
Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement
and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with
respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions,
including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute
advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims
that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the
Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.
21. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or other electronic
transmission shall constitute valid and sufficient delivery thereof.
22. Headings.
The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation
of, this Agreement.
23. Time
is of the Essence. Time shall be of the essence of this Agreement. As used herein, the term “Business Day” shall mean
any day other than a Saturday, Sunday or any day on which any of the major U.S. stock exchanges are not open for business.
[Signature
Page Follows]
If
the foregoing correctly sets forth your understanding, please so indicate in the space provided below for that purpose, whereupon this
letter shall constitute a binding agreement among us.
| Very truly yours, |
|
| |
|
| Linkers Industries Limited |
|
| |
|
|
| By: |
|
|
| |
Name: |
Wai Kee Kan |
|
| |
Title: |
Chief Executive Officer |
|
Accepted
by the Representative as of the date first written above
Acting
on behalf of itself and as Representative of the Underwriters named in Schedule A hereto
| R. F. Lafferty & Co., Inc. |
|
| |
|
|
| By: |
|
|
| |
Name: |
Robert Hackel |
|
| |
Title: |
Chief Operating Officer |
|
[Signature
Page to Underwriting Agreement]
SCHEDULE
A
| Underwriters | |
Number of
Firm
Shares to
Be Purchased | |
| R. F. Lafferty & Co., Inc. | |
| 1,520,000 | |
| Revere Securities LLC | |
| 380,000 | |
| Total | |
| 1,900,000 | |
SCHEDULE
B
Lock-Up
Parties
| Name |
| |
| Man
Tak Lau |
| |
| Wai
Kee Kan |
| |
| Chooi
Phing Teh |
| |
| Wai
Cheung Law |
| |
| Wai
Kuen Cheung |
| |
| Norman
Chun Kin Hui |
| |
| Kelly
Wai Yan Hui |
| |
| Lionel
Khuat Leok Choong |
| |
| Carrie
Chiu Ying Yu |
Annex
I
LINKERS
INDUSTRIES LIMITED
OFFICERS’
CERTIFICATE
[
], 2024
The
undersigned, Wai Kee Kan, Chief Executive Officer, and Chooi Phing Teh, Chief Financial Officer, of Linkers Industries Limited, a company
registered and incorporated in the British Virgin Islands (the “Company”), pursuant to Section 8(d) of the Underwriting
Agreement, dated as of [ ], 2024 by and between the Company and R. F. Lafferty & Co., Inc., as representative of the several
underwriters listed on Schedule A thereto (the “Underwriting Agreement”), do hereby certify, each in his or her capacity
as an officer of the Company, and not individually and without personal liability, on behalf of the Company, as follows:
|
1. |
Such officer has carefully
examined the Registration Statement, the Disclosure Materials, and the Prospectus and, in his or her opinion, the Registration Statement
and each amendment thereto, as of 5 p.m. ET, [ ], 2024 (the “Applicable Time”) and as of the
Closing Date did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, and the Disclosure Materials, as of the Applicable Time and as
of the Closing Date, any Permitted Free Writing Prospectus as of its date and as of the Closing Date, the Prospectus and each amendment
or supplement thereto, as of the respective date thereof and as of the Closing Date, did not include any untrue statement of a material
fact and did not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
in which they were made, not misleading. |
|
2. |
Subsequent to the respective
dates as of which information is given in the Registration Statement, the Disclosure Materials, or the Prospectus, there has not
been any Material Adverse Changes or any development involving a prospective Material Adverse Change, whether or not arising from
transactions in the ordinary course of business. |
|
3. |
To the best of his or her
knowledge after reasonable investigation, as of the Closing Date, the representations and warranties of the Company in the Underwriting
Agreement are true and correct in all material respects (except for those representations and warranties qualified as to materiality,
which shall be true and correct in all respects and except for those representations and warranties which refer to facts existing
at a specific date, which shall be true and correct as of such date) and the Company has complied with all agreements and satisfied
all conditions on its part to be performed or satisfied under the Underwriting Agreement at or prior to the Closing Date. |
|
4. |
To the best of his or her
knowledge after reasonable investigation, as of the Closing Date, the Company has not sustained any material loss or interference
with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding. |
|
5. |
There are no pro forma
or as adjusted financial statements that are required to be included in the Registration Statement, the Disclosure Materials, and
the Prospectus pursuant to the Regulations which are not so included. |
|
6. |
No stop order or other
order suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof or the qualification
of the Securities for offering or sale, nor suspending or preventing the use of the Disclosure Materials and the Prospectus, has
been issued, and no proceeding for that purpose has been instituted or, to the best of his knowledge, is contemplated by the Commission
or any state or regulatory body. |
Capitalized
terms used herein but not defined herein shall have the meanings ascribed to them in the Underwriting Agreement. This certificate may
be executed in one or more counterparts, all of which together shall be deemed to be one and the same instrument.
[Signature
Page Follows]
IN
WITNESS WHEREOF, we have, on behalf of the Company, signed this certificate as of the date first written above.
| |
|
| |
Name: |
Wai Kee Kan |
| |
Title: |
Chief Executive Officer |
| |
|
| |
Name: |
Chooi Phing Teh |
| |
Title: |
Chief Financial Officer |
[Signature
Page of Officers’ Certificate]
Annex
II
LINKERS
INDUSTRIES LIMITED
CHIEF
EXECUTIVE OFFICER’S CERTIFICATE
[
], 2024
The
undersigned, Wai Kee Kan, hereby certifies that he is the duly elected Chief Executive Officer of Linkers Industries Limited, a company
registered and incorporated in the British Virgin Islands (the “Company”), and that as such he is authorized to execute
and deliver this certificate in the name and on behalf of the Company. Pursuant to Section 8(e) of the Underwriting Agreement, dated
as of [ ], 2024, between the Company and R. F. Lafferty & Co., Inc., as representative of the several underwriters listed on Schedule
A thereto (the “Underwriting Agreement”), the undersigned further certifies in his capacity as Chief Executive Officer
of the Company and without personal liability, on behalf of the Company, the items set forth below. Capitalized terms used herein but
not defined herein shall have the meanings ascribed to them in the Underwriting Agreement.
|
1. |
Attached hereto as Exhibit A are true and complete copies of the resolutions adopted by the Board of Directors of the Company (the “Board”) either at a meeting or meetings properly held or by the unanimous written consent of each member of the Company's Board and any committee of or designated by the Company’s Board relating to the public offering contemplated by the Underwriting Agreement: all of such resolutions were duly adopted, have not been amended, modified or rescinded and remain in full force and effect; and such resolutions are the only resolutions adopted by the Board or by any committee of or designated by the Board relating to the public offering contemplated by the Underwriting Agreement. |
|
2. |
Attached hereto as Exhibit
B is a true, correct, and complete copy of the Certificate of Incorporation of the Company, together with any and all amendments
thereto. No action has been taken to further amend, modify, or repeal such charter documents, which remain in full force and effect
in the attached form as of the date hereof. No action has been taken by the Company, its shareholders, directors or officers in contemplation
of the filing of any such amendment or other document or in contemplation of the liquidation or dissolution of the Company prior
to the consummation of the transactions contemplated by the Underwriting Agreement. |
|
3. |
Attached hereto as Exhibit
C is a true, correct, and complete copy of the memorandum and articles of association of the Company and any and all amendments
thereto. No action has been taken to further amend, modify, or repeal such memorandum and articles of association, which remain in
full force and effect in the attached form as of the date hereof. |
|
4. |
Attached hereto as Exhibit
D is a true and complete copy of a Certificate of Good Standing, dated close to the date hereof, by the Registrar of
Companies in the British Virgin Islands, relating to the Company. |
|
5. |
Each person listed below
has been duly elected or appointed to the positions indicated opposite its name and is duly authorized to sign the Underwriting Agreement
and each of the documents in connection therewith on behalf of the Company, and the signature appearing opposite such person's name
below is its genuine signature. |
| Name |
|
Position |
|
Signature |
| |
|
|
|
|
| Wai Kee Kan |
|
Chief Executive Officer |
|
|
| |
|
|
|
|
| Chooi Phing Teh |
|
Chief Financial Officer |
|
|
This
certificate may be executed in one or more counterparts, all of which together shall be deemed to be one and the same instrument.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the undersigned has signed this certificate as of the date first written above.
| |
|
| |
Name: Wai Kee Kan |
| |
Title: Chief Executive Officer |
[Signature
Page of CEO’s Certificate]
Annex
III
LINKERS
INDUSTRIES LIMITED
CHIEF
FINANCIAL OFFICER’S CERTIFICATE
[
], 2024
The
undersigned, Chooi Phing Teh, hereby certifies that she is the duly elected, qualified, and acting Chief Financial Officer, of Linkers
Industries Limited, a company registered and incorporated in the British Virgin Islands (the “Company”), and that
as such she is authorized to execute and deliver this certificate in the name and on behalf of the Company. Pursuant to Section 8(g)
of the Underwriting Agreement, dated as of [ ], 2024 between the Company and R. F. Lafferty & Co., Inc., as representative of the
several underwriters listed on Schedule A thereto (the “Underwriting Agreement”), the undersigned further certifies,
solely in the capacity as an officer of the Company for and on behalf of the Company as set forth below.
| |
1. |
I am the Chief Financial Officer of the Company and
have been duly appointed to such position as of the date hereof. |
| |
2. |
I am providing this certificate
in connection with the offering of the securities described in the Registration Statement, the Disclosure Materials, and the Prospectus. |
| |
3. |
I am familiar with the accounting, operations, records
systems and internal controls of the Company and have participated in the preparation of the Registration Statement, the Disclosure
Materials, and the Prospectus. |
| |
4. |
The Company Financial Statements present fairly, in
all material respects, the financial condition of the Company and its subsidiaries and their results of operations for the periods
presented in the Registration Statement, the Disclosure Materials, and the Prospectus. |
| |
5. |
I have reviewed the disclosure in the Registration
Statement, the Disclosure Materials, and the Prospectus, including the financial and operating information and data identified and
circled by VCL Law LLP in the Registration Statement, the Disclosure Materials, and the Prospectus attached hereto as Exhibit
A, and to the best of my knowledge such information is correct, complete and accurate in all material respects. |
Capitalized
terms used herein but not defined herein shall have the meanings ascribed to them in the Underwriting Agreement.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the undersigned has signed this certificate as of the date first written above.
| |
Linkers Industries Limited |
| |
|
| |
By: |
|
| |
Name: |
Chooi Phing Teh |
| |
Title: |
Chief Financial Officer |
[Signature
Page of CFO’s Certificate]
Annex
IV
Form
of Lock-Up Agreement
[
], 2024
R.
F. Lafferty & Co., Inc.
40
Wall Street, 27th Floor
New
York, NY 10005
Ladies
and Gentlemen:
The
undersigned understands R. F. Lafferty & Co., Inc., as the representative of the several underwriters (the “Representative”),
proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Linkers Industries Limited, a
company registered and incorporated in the British Virgin Islands (the “Company”), providing for the public offering
in the United States (the “Public Offering”) of a certain number of Class A Ordinary Shares, par value $0.00001 (the
“Shares”).
To
induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without
the prior written consent of the Representative, the undersigned will not, for a period of
six (6) months from the closing of the Public Offering (the “Lock-Up Period”), (1) offer, pledge, announce
the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, make any short sale, or otherwise transfer or dispose of, directly or indirectly, any Shares
or any securities convertible into or exercisable or exchangeable for or represent the right to receive Shares, whether now owned or
hereafter acquired by the undersigned (collectively, the “Lock-Up Securities”); (2) enter into any swap or other agreement
that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any
such transaction described in clause (1) above or this clause (2) is to be settled by delivery of Shares or such other securities, in
cash or otherwise; (3) make any written demand for or exercise any right with respect to the registration of any Shares or any security
convertible into or exercisable or exchangeable for Shares; or (4) publicly disclose the intention to do any of the foregoing.
Notwithstanding
the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent
of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the
completion of the Public Offering; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or
to a family member or trust for the benefit of the undersigned and/or one or more family members (for purposes of this lock-up agreement,
“family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers
of Lock-Up Securities to a charity or educational institution or other not-for-profit organization; (d) if the undersigned, directly
or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Lock-Up Securities
to any such corporation, partnership, limited liability company or other business entity, or any shareholder, partner or member of, or
owner of similar equity interests in, the same, as the case may be; (e) a sale or surrender to the Company of any options or Shares of
the Company underlying options in order to pay the exercise price or taxes associated with the exercise of options or (f) transfers or
distributions pursuant to any bona fide third-party tender offer, merger, acquisition, consolidation or other similar
transaction made to all holders of the Company’s Shares involving a Change of Control of the Company, provided that in the event
that such tender offer, merger, acquisition, consolidation or other such transaction is not completed, the Lock-Up Securities held by
the undersigned shall remain subject to the provisions of this lock-up agreement; provided that in the case of any transfer
pursuant to the foregoing clauses (b), (c) or (d), (i) any such transfer shall not involve a disposition for value, (ii) each transferee
shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing
under Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended shall be required or shall be voluntarily made (collectively,
“Permitted Transfers”). For purposes of this paragraph, the term “Change of Control” shall mean any transaction
or series of related transactions pursuant to which any “person” or “group” (as such terms are used in Sections
13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as such term is defined in Rules 13d-3 and 13d-5 under
the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Shares of the Company on a fully diluted
basis. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and
registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement.
The
undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up
agreement (for the avoidance of doubt, excluding any transaction or other action in connection with a Permitted Transfer) during the
period from the date hereof to and including the 15 days following the expiration of the initial Lock-Up Period, the undersigned will
give notice thereof to the Company and will not consummate any such transaction or take any such action unless it has received written
confirmation from the Company that the Lock-Up Period has expired.
The
undersigned agrees that (i) the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family”
Shares that the undersigned may purchase in the Public Offering, (ii) at least three (3) business days before the effective date of any
release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the
Company of the impending release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director
shall only be effective two (2) business days after the publication date of a press release by the Company for such release or waiver.
The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities
not for consideration or in connection with any other Permitted Transfer and (b) the transferee has agreed in writing to be bound by
a lock-up agreement substantially in the form of this lock-up agreement.
The
undersigned agrees that except as set forth in this Lock-Up Agreement, there are no and will not have any other agreement or arrangement,
either verbal or in writing, with any other individuals or entities, including but not limited to shareholders, friends and family, and
other third parties, to circumvent or has an effect of circumventing the obligations set forth in this Lock-Up Agreement.
No
provision in this agreement shall be deemed to restrict or prohibit the exercise, exchange or conversion by the undersigned of any securities
exercisable or exchangeable for or convertible into Shares, as applicable; provided that the undersigned does not transfer
the Shares acquired on such exercise, exchange or conversion during the Lock-Up Period, unless in connection with a Permitted Transfer
or in a transfer otherwise permitted pursuant to the terms of this lock-up agreement. In addition, no provision herein shall be deemed
to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into
or modification of such a plan in such a manner as to cause the sale of any Lock-Up Securities within the Lock-Up Period).
The
undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation
of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the
undersigned’s heirs, legal Underwriters, successors and assigns.
The
undersigned understands that, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the
provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be
sold thereunder, then this lock-up agreement shall be void and of no further force or effect.
Whether
or not the Public Offering actually occurs depends on a number of factors, including market conditions. The Public Offering will only
be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative.
This
lock-up agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict
of laws principles thereof. Delivery of a signed copy of this lock-up agreement by facsimile or e-mail/.pdf transmission shall be effective
as the delivery of the original hereof.
[SIGNATURE
PAGE TO FOLLOW]
| Very truly yours, |
|
| |
|
| By: |
|
|
| |
|
|
| Name: |
|
|
| |
|
|
| Address: |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
[Signature
Page of Lock-up Agreement]
Exhibit 99.5
Linkers Industries Limited
Statement of Policy Concerning Trading in Company
Securities
Adopted December 5, 2024
TABLE OF CONTENTS
| |
|
Page No. |
| |
|
|
| I |
Summary of Policy Concerning Trading in Company Securities |
1 |
| |
|
|
|
| II |
The Use of Inside Information in Connection with Trading in Securities |
1 |
| |
|
|
|
| |
A |
General Rule |
1 |
| |
|
|
|
| |
B |
Who Does the Policy Apply To? |
2 |
| |
|
|
|
| |
C |
Other Companies’ Stock |
3 |
| |
|
|
|
| |
D |
Hedging and Derivatives |
3 |
| |
|
|
|
| |
E |
Pledging of Securities, Margin Accounts |
3 |
| |
|
|
|
| |
F |
General Guidelines |
3 |
| |
|
|
|
| |
G |
Applicability of U.S. Securities Laws to International Transactions |
5 |
| |
|
|
|
| III |
Other Limitations on Securities Transactions |
6 |
| |
|
|
|
| |
A |
Public Resales – Rule 144 |
6 |
| |
|
|
|
| |
B |
Private Resales |
7 |
| |
|
|
|
| |
C |
Restrictions on Purchases of Company Securities |
7 |
| |
|
|
|
| |
D |
Filing Requirements |
7 |
I. SUMMARY OF POLICY CONCERNING TRADING IN
COMPANY SECURITIES
It is the policy of Linkers Industries Limited
and its subsidiaries (collectively, the “Company”) that it will, without exception, comply with all applicable laws
and regulations in conducting its business. Each employee, each executive officer and each director is expected to abide by this policy.
When carrying out Company business, employees, executive officers and directors must avoid any activity that violates applicable laws
or regulations. In order to avoid even an appearance of impropriety, the Company’s directors, officers and certain other employees
are subject to pre-approval requirements and other limitations on their ability to enter into transactions involving the Company’s
securities. Although these limitations do not apply to transactions pursuant to written plans for trading securities that comply with
Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”), the entry into, amendment or termination
of any such written trading plan is subject to pre-approval requirements and other limitations.
II. THE USE OF INSIDE INFORMATION IN CONNECTION
WITH TRADING IN SECURITIES
A. General Rule.
The U.S. securities laws regulate the sale and
purchase of securities in the interest of protecting the investing public. U.S. securities laws give the Company, its officers and directors,
and other employees the responsibility to ensure that information about the Company is not used unlawfully in the purchase and sale of
securities.
All employees, executive officers and directors
should pay particularly close attention to the laws against trading on “inside” information. These laws are based upon the
belief that all persons trading in a company’s securities should have equal access to all “material” information about
that company. Information is considered to be “material” if its disclosure would be reasonably likely to affect (1) an investor’s
decision to buy or sell the securities of the company to which the information relates, or (2) the market price of that company’s
securities. While it is not possible to identify in advance all information that will be deemed to be material, some examples of such
information would include the following: earnings; financial results or projections; dividend actions; mergers and acquisitions; capital
raising and borrowing activities; major dispositions; major new customers, projects or products; significant advances in product development;
new technologies; major personnel changes in management or change in control; expansion into new markets; unusual gains or losses in major
operations; major litigation or legal proceedings; granting of stock options; and major sales and marketing changes. When doubt exists,
the information should be presumed to be material. If you are unsure whether information of which you are aware is inside information,
you should consult with the Company’s Chief Financial Officer. No individuals other than specifically authorized personnel may release
material information to the public or respond to inquiries from the media, analysts or others. If you are contacted by the media or by
a research analyst seeking information about the Company and if you have not been expressly authorized by the Company’s Chief Financial
Officer to provide information to the media or to analysts, you should refer the call to the Chief Financial Officer. On occasion, it
may be necessary for legitimate business reasons to disclose inside information to outside persons. Such persons might include investment
bankers, lawyers, auditors or other companies seeking to engage in a potential transaction with the Company. In such circumstances, the
information should not be conveyed until an express understanding has been reached that such information is not to be used for trading
purposes and may not be further disclosed other than for legitimate business reasons. For example, if an employee, an executive officer
or a director of a company knows material non-public financial information, that employee, executive officer or director is prohibited
from buying or selling shares in the company until the information has been disclosed to the public. This is because the employee, executive
officer or director knows information that will probably cause the share price to change, and it would be unfair for the employee or director
to have an advantage (knowledge that the share price will change) that the rest of the investing public does not have. In fact, it is
more than unfair; it is considered to be fraudulent and illegal. Civil and criminal penalties for this kind of activity are severe.
The general rule can be stated as follows: It
is a violation of federal securities laws for any person to buy or sell securities if he or she is in possession of material inside information.
Information is material if there is a substantial likelihood that a reasonable investor would consider it important in making an investment
decision. It is inside information if it has not been publicly disclosed in a manner making it available to investors generally on a broad-based
non-exclusionary basis. Furthermore, it is illegal for any person in possession of material inside information to provide other people
with such information or to recommend that they buy or sell the securities. (This is called “tipping”). In that case,
they may both be held liable.
The Securities and Exchange Commission (the “SEC”),
the stock exchanges and plaintiffs’ lawyers focus on uncovering insider trading. A breach of the insider trading laws could expose
the insider to criminal fines up to three times the profits earned and imprisonment up to ten years, in addition to civil penalties (up
to three times of the profits earned), and injunctive actions. In addition, punitive damages may be imposed under applicable state laws.
Securities laws also subject controlling persons to civil penalties for illegal insider trading by employees, including employees located
outside the United States. Controlling persons include directors, officers, and supervisors. These persons may be subject to fines up
to the greater of $1,000,000 or three times profit (or loss avoided) by the insider trader.
Inside information does not belong to the individual
directors, officers or other employees who may handle it or otherwise become knowledgeable about it. It is an asset of the Company. For
any person to use such information for personal benefit or to disclose it to others outside the Company violates the Company’s interests.
More particularly, in connection with trading in the Company’s securities, it is a fraud against members of the investing public
and against the Company.
All directors, executive officers and employees
of the Company must observe these policies at all times. Your failure to do so will be grounds for internal disciplinary action, up to
and including termination of your employment or directorship.
B. Who Does the Policy
Apply To?
The prohibition against trading on inside information
applies to directors, officers and all other employees, and to other people who gain access to that information. The prohibition applies
to both domestic and international employees of the Company and its subsidiaries. Because of their access to confidential information
on a regular basis, Company policy subjects its directors and certain employees (the “Window Group”) to additional
restrictions on trading in Company securities. The restrictions for the Window Group are discussed in Section F below. In addition, directors
and certain employees with inside knowledge of material information may be subject to ad hoc restrictions on trading from time to time.
C. Other Companies’
Stock.
Employees, executive officers and directors who
learn material information about suppliers, customers, or competitors through their work at the Company, should keep it confidential and
not buy or sell stock in such companies until the information becomes public. Employees, executive officers and directors should not give
tips about such stock.
D. Hedging and Derivatives.
Employees, executive officers and directors are
prohibited from engaging in any hedging transactions (including transactions involving options, puts, calls, prepaid variable forward
contracts, equity swaps, collars and exchange funds or other derivatives) that are designed to hedge or speculate on any change in the
market value of the Company’s equity securities.
Trading in options or other derivatives is generally
highly speculative and very risky. People who buy options are betting that the stock price will move rapidly. For that reason, when a
person trades in options in his or her employer’s stock, it will arouse suspicion in the eyes of the SEC that the person was trading
on the basis of inside information, particularly where the trading occurs before a company announcement or major event. It is difficult
for an employee, executive officer or director to prove that he or she did not know about the announcement or event.
If the SEC or the Nasdaq were to notice active
options trading by one or more employees, executive officers or directors of the Company prior to an announcement, they would investigate.
Such an investigation could be embarrassing to the Company (as well as expensive), and could result in severe penalties and expense for
the persons involved. For all of these reasons, the Company prohibits its employees, executive officers and directors from trading in
options or other derivatives involving the Company’s stock. This policy does not pertain to employee stock options granted by the
Company. Employee stock options cannot be traded.
E. Pledging of Securities,
Margin Accounts.
Pledged securities may be sold by the pledgee
without the pledgor’s consent under certain conditions. For example, securities held in a margin account may be sold by a broker
without the customer’s consent if the customer fails to meet a margin call. Because such a sale may occur at a time when an employee,
executive officer or a director has material inside information or is otherwise not permitted to trade in Company securities, the Company
prohibits employees, executive officers and directors from pledging Company securities in any circumstance, including by purchasing Company
securities on margin or holding Company securities in a margin account.
F. General Guidelines.
The following guidelines should be followed in
order to ensure compliance with applicable antifraud laws and with the Company’s policies:
1. Nondisclosure.
Material inside information must not be disclosed to anyone, except to persons within the Company whose positions require them to know
it. Tipping refers to the transmission of inside information from an insider to another person. Sometimes this involves a deliberate conspiracy
in which the tipper passes on information in exchange for a portion of the “tippee’s” illegal trading profits. Even
if there is no expectation of profit, however, a tipper can have liability if he or she has reason to know that the information may be
misused. Tipping inside information to another person is like putting your life in that person’s hands. So the safest choice is:
Don’t tip.
2. Trading
in Company Securities. No employee, executive officer or director should place a purchase or sale order, or recommend that another
person place a purchase or sale order in the Company’s securities when he or she has knowledge of material information concerning
the Company that has not been disclosed to the public. This includes orders for purchases and sales of stock and convertible securities,
including engaging in any “short sales” of the Company’s securities. The exercise of employee stock options is not subject
to this policy. However, stock that was acquired upon exercise of a stock option will be treated like any other stock, and may not be
sold by an employee who is in possession of material inside information. Any employee, executive officer or director who possesses material
inside information should wait until the start of the third business day after the information has been publicly released before trading.
3. Avoid
Speculation. Investing in the Company’s common stock provides an opportunity to share in the future growth of the Company. But
investment in the Company and sharing in the growth of the Company does not mean short range speculation based on fluctuations in the
market. Such activities put the personal gain of the employee, executive officer or director in conflict with the best interests of the
Company and its stockholders. Although this policy does not mean that employees, executive officers or directors may never sell shares,
the Company encourages employees, executive officers and directors to avoid frequent trading in Company stock. Speculating in Company
stock is not part of the Company culture.
4. Trading
in Other Securities. No employee, executive officer or director should place a purchase or sale order, or recommend that another person
place a purchase or sale order, in the securities of another corporation (such as a supplier, an acquisition target or a competitor),
if the employee, executive officer or director learns in the course of his or her employment confidential information about the other
corporation that is likely to affect the value of those securities. For example, it would be a violation of the securities laws if an
employee, executive officer or director learned through Company sources that the Company intended to purchase assets from a company, and
then placed an order to buy or sell stock in that other company because of the likely increase or decrease in the value of its securities.
5. Restrictions
on the Window Group. The Window Group consists of (i) directors, executive officers and vice presidents of the Company and their assistants
and household members, (ii) subset of employees in the financial reporting, business development or legal groups and (iii) such other
persons as may be designated from time to time and informed of such status by the Company’s Chief Financial Officer and general
counsel or an officer with similar duties and responsibilities of the Company (the “General Counsel”). The Window Group
is subject to the following restrictions on trading in Company securities:
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trading is permitted from the start of the third business day following the release of the Company’s quarterly and annual earnings until the 16th calendar day of the last month of the then current fiscal quarter (the “Window”), subject to the restrictions below; |
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all trades are subject to prior review; |
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The Window Group must submit a request for approval in a form set forth in Annex B hereto from the Company’s Chief Financial Officer and General Counsel before making any trade in Company Securities; requests for approval of trades by the Chief Financial Officer and General Counsel should be submitted to the Chief Executive Officer; |
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no trading is permitted outside the Window except for reasons of exceptional personal hardship and subject to prior review by the Chief Financial Officer and General Counsel; provided that, if one of these individuals wishes to trade outside the Window, it shall be subject to prior review by the other; and |
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individuals in the Window Group are also subject to the general restrictions on all employees. |
Note that at times Chief Financial Officer and
the General Counsel may determine that no trades may occur even during the Window when clearance is requested. No reasons may be provided
and the closing of the Window itself may constitute material inside information that should not be communicated.
The foregoing Window Group restrictions do not
apply to transactions pursuant to written plans for trading securities that comply with Rule 10b5-1 under the Exchange Act (“10b5-1
Plans”) described in Annex A hereto. However, Window Group members may not enter into, amend or terminate a 10b5-1 Plan
relating to Company securities without the prior approval of Chief Financial Officer and the General Counsel, which will only be given
during a Window period.
The Company from time to time may also impose
an ad hoc trading freeze on all officers, directors, and other members of the Window Group due to significant unannounced corporate
developments. These trading freezes may vary in length.
Executive officers, directors or any other member
of the Window Group must promptly report to the Chief Financial Officer and General Counsel any transaction in any of the Company’s
securities by his or her or any of their respective assistants or family members other than transactions made pursuant to an approved
10b5-1 Plan (as defined below).
In summary, every employee of the Company
is subject to trading restrictions when in possession of inside information regarding the Company. In addition, officers, directors, and
other members of the Window Group are subject to paragraph 5 above restricting their trading to window periods and requiring pre-clearance.
You must promptly report to the chief financial
officer and the general counsel any trading in the company’s securities by anyone or disclosure of inside information by COMPANY
personnel that you have reason to believe may violate this Policy or the securities laws of the United States.
G. Applicability of
U.S. Securities Laws to International Transactions.
All employees of the Company’ and its subsidiaries
are subject to the restrictions on trading in Company securities and the securities of other companies. The U.S. securities laws may be
applicable to the securities of the Company’s subsidiaries or affiliates, even if they are located outside the United States. Transactions
involving securities of PRC, Hong Kong, Australia, Malaysia, the Middle East, or Singapore subsidiaries or affiliates should be carefully
reviewed by counsel for compliance not only with applicable PRC, Hong Kong, Australia, Malaysia, the Middle East, or Singapore law but
also for possible application of U.S. securities laws.
III. OTHER LIMITATIONS ON SECURITIES TRANSACTIONS
A. Public Resales
– Rule 144.
The U.S. Securities Act (the “Securities
Act”) requires every person who offers or sells a security to register such transaction with the SEC unless an exemption from
registration is available. Rule 144 under the Securities Act is the exemption typically relied upon for (i) public resales by any person
of “restricted securities” (i.e., unregistered securities acquired in a private offering or sale) and (ii) public resales
by directors, officers and other control persons of a company (known as “affiliates”) of any of the Company’s
securities, whether restricted or unrestricted.
The exemption in Rule 144 may only be relied upon
if certain conditions are met. These conditions vary based upon whether the Company has been subject to the SEC’s reporting requirements
for 90 days (and is therefore a “reporting company” for purposes of the rule) and whether the person seeking to sell the securities
is an affiliate or not.
1. Holding
Period. Restricted securities issued by a reporting company (i.e., a company that has been subject to the SEC’s reporting requirements
for at least 90 days) must be held and fully paid for a period of six months prior to their sale. Restricted securities issued by a non-reporting
company are subject to a one-year holding period. The holding period requirement does not apply to securities held by affiliates that
were acquired either in the open market or in a public offering of securities registered under the Securities Act. Generally, if the seller
acquired the securities from someone other than the Company or an affiliate of the Company, the holding period of the person from whom
the seller acquired such securities can be “tacked” to the seller’s holding period in determining if the holding period
has been satisfied.
2. Current
Public Information. Current information about the Company must be publicly available before the sale can be made. The Company’s
periodic reports filed with the SEC ordinarily satisfy this requirement. If the seller is not an affiliate of the Company issuing the
securities (and has not been an affiliate for at least three months) and one year has passed since the securities were acquired from the
issuer or an affiliate of the issuer (whichever is later), the seller can sell the securities without regard to the current public information
requirement.
Rule 144 also
imposes the following additional conditions on sales by persons who are “affiliates.” A person or entity is considered an
“affiliate,” and therefore subject to these additional conditions, if it is currently an affiliate or has been an affiliate
within the previous three months:
3. Volume
Limitations. The amount of debt securities which can be sold by an affiliate during any three-month period cannot exceed 10% of a
tranche (or class when the securities are non-participatory preferred stock), together with all sales of securities of the same tranche
sold for the account of the affiliate. The amount of equity securities that can be sold by an affiliate during any three-month period
cannot exceed the greater of (i) one percent of the outstanding shares of the class or (ii) the average weekly reported trading volume
for shares of the class during the four calendar weeks preceding the time the order to sell is received by the broker or executed directly
with a market maker.
4. Manner
of Sale. Equity securities held by affiliates must be sold in unsolicited brokers’ transactions, directly to a market-maker
or in riskless principal transactions.
5. Notice
of Sale. An affiliate seller must file a notice of the proposed sale with the SEC at the time the order to sell is placed with the
broker, unless the amount to be sold neither exceeds 5,000 shares nor involves sale proceeds greater than $50,000. See “Filing Requirements”.
Bona fide gifts are not deemed to involve
sales of shares for purposes of Rule 144, so they can be made at any time without limitation on the amount of the gift. Donees who receive
restricted securities from an affiliate generally will be subject to the same restrictions under Rule 144 that would have applied to the
donor, depending on the circumstances.
B. Private Resales.
Directors and officers also may sell securities
in a private transaction without registration. Although there is no statutory provision or SEC rule expressly dealing with private sales,
the general view is that such sales can safely be made by affiliates if the party acquiring the securities understands he is acquiring
restricted securities that must be held for at least six months (if issued by a reporting company that meets the current public information
requirements) or one-year (if issued by a non-reporting company) before the securities will be eligible for resale to the public under
Rule 144. Private resales raise certain documentation and other issues and must be reviewed in advance by the Company’s General
Counsel.
C. Restrictions on
Purchases of Company Securities.
In order to prevent market manipulation, the SEC
adopted Regulation M under the U.S. Exchange Act. Regulation M generally restricts the Company or any of its affiliates from buying Company
stock, including as part of a share buyback program, in the open market during certain periods while a distribution, such as a public
offering, is taking place. You should consult with the Company’s General Counsel, if you desire to make purchases of Company stock
during any period that the Company is making conducting an offering or buying shares from the public.
D. Filing Requirements.
1. Schedule
13D and 13G. Section 13(d) of the Exchange Act requires the filing of a statement on Schedule 13D (or on Schedule 13G, in certain
limited circumstances) by any person or group which acquires beneficial ownership of more than five percent of a class of equity securities
registered under the Exchange Act. The threshold for reporting is met if the stock owned, when coupled with the amount of stock subject
to options exercisable within 60 days, exceeds the five percent limit.
A report on Schedule 13D is required
to be filed with the SEC and submitted to the Company within ten days after the reporting threshold is reached. If a material change occurs
in the facts set forth in the Schedule 13D, such as an increase or decrease of one percent or more in the percentage of stock beneficially
owned, an amendment disclosing the change must be filed promptly. A decrease in beneficial ownership to less than five percent is per
se material and must be reported.
A limited category of persons (such
as banks, broker-dealers and insurance companies) may file on Schedule 13G, which is a much abbreviated version of Schedule 13D, as long
as the securities were acquired in the ordinary course of business and not with the purpose or effect of changing or influencing the control
of the issuer. A report on Schedule 13G is required to be filed with the SEC and submitted to the Company within 45 days after the end
of the calendar year in which the reporting threshold is reached.
A person is deemed the beneficial
owner of securities for purposes of Section 13(d) if such person has or shares voting power (i.e., the power to vote or direct
the voting of the securities) or dispositive power (i.e., the power to sell or direct the sale of the securities). A person filing
a Schedule 13D or 13G may disclaim beneficial ownership of any securities attributed to him or her if he or she believes there is a reasonable
basis for doing so.
2. Form 144.
As described above under the discussion of Rule 144, an affiliate seller relying on Rule 144 must file a notice of proposed sale with
the SEC at the time the order to sell is placed with the broker unless the amount to be sold during any three-month period neither exceeds
5,000 shares nor involves sale proceeds greater than $50,000.
Annex A
Overview of 10b5-1 Plans
Under Rule 10b5-1, large stockholders, directors,
officers and other insiders who regularly possess material nonpublic information (MNPI) but who nonetheless wish to buy or sell stock
may establish an affirmative defense to an illegal insider trading charge by adopting a written plan to buy or sell at a time when they
are not in possession of MNPI. A 10b5-1 plan typically takes the form of a contract between the insider and his or her broker.
The plan must be entered into at a time when the
insider has no MNPI about the company or its securities (even if no trades will occur until after the release of the MNPI). The plan must:
1. specify the amount, price (which may include
a limit price) and specific dates of purchases or sales; or
2. include a formula or similar method for determining
amount, price and date; or
3. give the broker the exclusive right to determine
whether, how and when to make purchases and sales, as long as the broker does so without being aware of MNPI at the time the trades are
made.
Under the first two alternatives, the 10b5-1 plan
cannot give the broker any discretion as to trade dates. As a result, a plan that requests the broker to sell 1,000 shares per week would
have to meet the requirements under the third alternative. On the other hand, under the second alternative, the date may be specified
by indicating that trades should be made on any date on which the limit price is hit. The affirmative defense is only available if the
trade is in fact made pursuant to the preset terms of the10b5-1 plan (unless the terms are revised at a time when the insider is not aware
of any MNPI and could therefore enter into a new plan). Trades are deemed not to have been made pursuant to the plan if the insider later
enters into or alters a corresponding or hedging transaction or position with respect to the securities covered by the plan (although
hedging transactions could be part of the plan itself).
Guidelines for 10b5-1 Plans
When can a plan be adopted or amended?
Because Rule 10b5-1 prohibits an insider from adopting or amending a plan while in possession of MNPI, allegations of insider trading
despite the existence of a 10b5-1 plan are likely to focus on what was known at the time of plan adoption or amendment. It is recommended
that companies permit an executive to adopt or amend a 10b5-1 plan only when the executive can otherwise buy or sell securities under
the company’s insider trading policy, such as during an open window immediately after the announcement of quarterly earnings.
Should a plan impose a waiting period before
trading can begin? Because an insider cannot have MNPI when a plan is adopted or amended, Rule 10b5-1 does not require the plan
to include a waiting period before trading can begin. And importantly, including a waiting period (even a lengthy delay) will not correct
the fatal flaw of adopting or amending a plan while in possession of MNPI. Many companies, however, require 10b5-1 plans to include a
waiting period as a matter of risk management, in order to decrease the likelihood of the scrutiny that can occur when an executive’s
trading activity suddenly commences before material news is announced. Practice varies as to length (anywhere from 10 days to the next
open window), although the rationale for including a waiting period is usually stronger when the period is long enough to be able to say
that any information currently in the insider’s possession should either be stale or public by the time trading commences. This
has no bearing on the effectiveness of a 10b5-1 plan, but a longer delay can, as a matter of optics, help an insider demonstrate that
he or she was not motivated to make trades by nonpublic information available at the time of plan adoption or amendment.
Should adoption of a plan be announced publicly?
Generally speaking, there is no requirement to publicly disclose the adoption, amendment or termination of a 10b5-1 plan, although
in some cases public announcement may be advisable due to the identity of the insider, the magnitude of the plan, or other special factors.
That said, announcing the adoption of a 10b5-1 plan may be a useful way to head off future public relations issues, since announcing a
plan’s adoption prepares the market and should help investors understand the reasons for insider sales when trades are later reported.
If a company decides to announce the adoption of a 10b5-1 plan, we do not generally recommend disclosing plan details, other than, perhaps,
the aggregate number of shares involved; this is to diminish the ability of market professionals to front-run the insider’s transactions.
It is unusual to announce the suspension or termination of a plan.
What else should we consider when amending
or modifying a plan? As noted above, an insider may only modify or amend a 10b5-1 plan when he or she is not in possession of
MNPI. Even if an insider is not in possession of MNPI at the time of amendment, a pattern of amending or modifying one’s plan raises
the question of whether the insider is using the plan as a legitimate tool to diversify his or her risk exposure and monetize assets,
or as a way to opportunistically step in and out of the market. Because Rule 10b5-1 provides an affirmative defense but not a safe harbor,
insiders and their companies should be aware that the effectiveness of the affirmative defense could be diminished by a pattern of plan
amendments and modifications.
Can a plan be terminated or suspended? Unlike
amending a plan, a 10b5-1 plan may legally be terminated before its predetermined end date even though the insider is in possession of
MNPI (although some brokers’ forms prohibit this as a contractual matter). Because plan sales shortly before the announcement of
bad news can generate unwanted attention, an insider may decide to terminate a plan in the face of an impending negative announcement,
even though as a technical matter the affirmative defense would be expected to cover the sales. On the other hand, terminating a selling
plan before an impending positive announcement may raise the suspicion that the insider is using Rule 10b5-1 as a way to opportunistically
time the market, thereby risking the likelihood that his or her future use of the affirmative defense will be successful.
It is generally suggested that plan terminations
initiated by an insider take place during an open window, absent special circumstances and approval by the general counsel. It may also
make sense for the general counsel to have the ability, but not the responsibility, to terminate the plan. Plans should also allow for
mandatory suspension if legally required, for example due to Regulation M or tax reasons.
How long should a plan last? In
order to minimize the need for early termination, the term of the plan should be carefully weighed at the outset. An optimal plan term
will be long enough to distance the insider, and any current knowledge that he or she may have, from a particular trade but short enough
that it will not require termination should the insider’s financial planning strategies change. A short “one-off” 10b5-1
plan can appear to be timed to take advantage of MNPI. On the other hand, the longer the plan term, the greater the likelihood that it
will need to be modified or terminated. Most plans tend to have a term of six months to two years.
Should the company pre-clear or review an
executive’s plan? It is generally recommended that the company pre-clear or review a proposed 10b5-1 plan, which may provide
assurance that the plan complies with best practices. Certain companies disallow the third type of plan (one that gives the broker the
right to determine whether, how and when to make purchases) in order to avoid the evidentiary difficulty associated with proving that
the executive did not communicate with the broker with respect to trades under the plan. While this is not required, this is a prudent
option to consider.
In addition to requiring a 10b-5 plan to be pre-approved
by the Company, other limits that are sometimes considered are whether to set a maximum percentage of holdings that can be subject to
a 10b5-1 plan, and rules for setting price floors.
Annex B
Request for Approval to Trade in the Securities
of Linkers Industries Limited
To: Chief Financial Officer / General Counsel
Print Name
I hereby request approval for myself (or a member
of my immediate family or household or a family member whose transactions regarding securities of Linkers Industries Limited are directed
by me or are subject to my influence or control) to execute the following transaction relating to the securities of Linkers Industries
Limited
Type of transaction (check one):
☐ PURCHASE
☐ SALE
☐ EXERCISE OPTION (AND SELL
SHARES)
☐ OTHER
| Securities involved in transaction: |
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| Name of beneficial owner if other than yourself: |
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| Relationship of beneficial owner to yourself: |
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This Authorization is valid until the earlier
of thirty (30) calendar days after the date of this Approval or until the commencement of a “blackout” period.
Exhibit 99.6
LINKERS INDUSTRIES LIMITED
WHISTLEBLOWER POLICY
As adopted December 5, 2024
Procedures for the Submission of Complaints or
Concerns Regarding Financial Statement Disclosures, Accounting, Internal Accounting Controls, Auditing Matters, or Violations of the Company’s
Code of Ethics or Corporate Code of Business Conduct
Section 301 of the Sarbanes-Oxley Act requires
the Board of Directors of Linkers Industries Limited (the “Company”) to establish procedures for: (a) the receipt, retention,
and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (b) the
submission by employee, vendor or customers of the Company and others, on a confidential and anonymous basis, of concerns regarding questionable
accounting or auditing matters.
In accordance with Section 301, the Company has
adopted the following procedures:
I. The Company shall promptly forward to the Designee
any complaints that it has received regarding financial statement disclosures, accounting, internal accounting controls or auditing matters.
II. Any employee, vendor or customer of the Company
may submit, on a confidential, anonymous basis if the employee, vendor or customer so desires, any concerns regarding financial statement
disclosures, accounting, internal accounting controls, auditing matters or violations of the Company’s Code of Business Conduct
and Ethics. All such concerns shall be set forth in writing and forwarded in a sealed envelope to the Designee “To be opened by
the Designee only. Being submitted pursuant to the “whistleblower policy” adopted by the Company.” If an employee, vendor
or customer would like to discuss any matter with the Designee, the employee, vendor or customer should indicate this in the submission
and include a telephone number at which he or she might be contacted if the Designee deems it appropriate. Any such envelopes received
by the Company’s General Counsel shall be forwarded promptly and unopened to the Designee. The Designee shall be the Chairperson
of the audit committee.
III. Following the receipt of any complaints submitted
hereunder, the Designee will investigate each matter so reported and take corrective and disciplinary actions, if appropriate, which may
include, alone or in combination, a warning or letter or reprimand, demotion, loss of merit increase, bonus or stock options, suspension
without pay or termination of employment.
IV. The Designee may enlist employee, vendor or
customers of the Company and/or outside legal, accounting or other advisors, as appropriate, to conduct any investigation of complaints
regarding financial statement disclosures, accounting, internal accounting controls, auditing matters or violation of the Company’s
investigation, the Designee shall use reasonable efforts to protect the confidentiality and anonymity of the complaint.
V. The Company does not permit retaliation of
any kind against employees for complaints submitted hereunder that are made in good faith.
Exhibit 99.7
Linkers Industries Limited Announces Pricing
of Initial Public Offering and Listing on Nasdaq
New York, Dec. 05, 2024 (GLOBE NEWSWIRE) --
Linkers Industries Limited (Nasdaq: LNKS) (the “Company”), a manufacturer and a supplier of wire/cable harnesses with operation
in Malaysia, today announced the pricing of its initial public offering (the “Offering”) of 1,900,000 Class A ordinary shares
(the “Class A Ordinary Shares”), at a price of $4.00 per Ordinary Share (the “Offering Price”). The Class A Ordinary
Shares are expected to begin trading on the Nasdaq Capital Market on December 5, 2024 under the symbol “LNKS”.
The Offering is expected to close on December
6, 2024, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds to acquire companies
and/or form joint ventures within the value chain of the wire/cable harnesses industry; to purchase machinery/equipment; to promote marketing
and set up global sales offices, particularly in the U.S.; and to fund working capital.
In addition, the Company has granted the underwriters
a 45-day option to purchase up to an additional 285,000 Class A Ordinary Shares of the Company, at the Offering Price, less underwriting
discounts.
The Offering is conducted on a firm commitment
basis. R. F. Lafferty & Co., Inc. is acting as the representative of the underwriters, with Revere Securities LLC acting as the co-underwriter
(collectively, the “Underwriters”). Loeb & Loeb LLP is acting as the U.S. legal counsel to the Company and VCL Law LLP
is acting as the U.S. legal counsel to the Underwriters for the Offering.
The Offering is being conducted pursuant to
the Company’s Registration Statement on Form F-1 (File No. 333-279752), as amended, previously filed with, and subsequently declared
effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 3, 2024. The Offering is being made only
by means of a prospectus, forming a part of the registration statement. You may get these documents for free by visiting EDGAR on the
SEC Web site at www.sec.gov. Alternatively, electronic copies of the prospectus relating to the Offering may be obtained, when available,
from R. F. Lafferty & Co., Inc., by email at offerings@rflafferty.com, by standard mail to R. F. Lafferty & Co., Inc., 40
Wall Street, 27th Floor, New York, NY 10005 USA, or from Revere Securities LLC by email at contact@reveresecurities.com, by standard
mail to Revere Securities LLC, 560 Lexington Avenue, 16th Floor, New York, NY 10022, or by telephone at +1 (212) 688-2350.
Before you invest, you should read the registration
statement, the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and
the Offering. This press release has been prepared for informational purposes only and shall not constitute an offer to sell or the solicitation
of an offer to buy any securities, and no sale of these securities may be made in any state or jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About Linkers Industries Limited
Linkers Industries Limited is a manufacturer
and a supplier of wire/cable harnesses with manufacturing operations in Malaysia and have more than 20 years’ experience in the
wire/cable harnesses industry. The Company offers customized wire harness for different applications and electrics designs. Our customers
are generally global brand name manufacturers and original equipment manufacturers (“OEMs”) in the home appliances, industrial
products and automotive industries that are mainly based in the Asia Pacific Region.
FORWARD-LOOKING STATEMENTS
Certain statements in this announcement are
forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s
current expectations, including the trading of its Ordinary Shares or the closing of the Offering. Investors can find many (but not all)
of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,”
“anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,”
“would,” “should,” “could,” “may” or other similar expressions. Although the Company believes
that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn
out to be correct. The Company cautions investors that actual results may differ materially from the anticipated results and encourages
investors to read the risk factors contained in the Company’s final prospectus and other reports it files with the SEC before making
any investment decisions regarding the Company’s securities. The Company undertakes no obligation to update or revise publicly any
forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required
by law.
Contacts
Linkers Industries Limited Investor Relations
Contact:
Lot A99, Jalan 2A-3, A101 & A102, Jalan
2A,
Kawasan Perusahaan MIEL Sungai Lalang,
08000 Sungai Petani, Kedah Darul Aman, Malaysia
Tel : +60 4 4417802
Email: linkers.ir@linkers-hk.com
Exhibit 99.8
Linkers Industries Limited Announced Closing
of Initial Public Offering
New York, Dec. 06, 2024 (GLOBE NEWSWIRE) --
Linkers Industries Limited (Nasdaq: LNKS) (the “Company”), a manufacturer and a supplier of wire/cable harnesses with operation
in Malaysia, today announced the closing of its initial public offering (the “Offering”) of 1,900,000 Class A ordinary shares
(“Class A Ordinary Shares”), at a price of $4.00 per Ordinary Share (the “Offering Price”). The Class A Ordinary
Shares began trading on the Nasdaq Capital Market on December 5, 2024 under the symbol “LNKS”.
The aggregate gross proceeds from the Offering
were $7.6 million, before deducting underwriting discounts and other related expenses. The Company intends to use the net proceeds to
acquire companies and/or form joint ventures within the value chain of the wire/cable harnesses industry; to purchase machinery/equipment;
to promote marketing and set up global sales offices, particularly in the U.S.; and to fund working capital.
In addition, the Company has granted the underwriters
a 45-day option to purchase up to an additional 285,000 Ordinary Shares, at the Offering Price, less underwriting discounts.
The Offering was conducted on a firm commitment
basis. R. F. Lafferty & Co., Inc., acted as the representative of the underwriters, with Revere Securities LLC acted as co-underwriter,
(collectively, the “Underwriters”). Loeb & Loeb LLP acted as U.S. legal counsel to the Company and VCL Law LLP acted
as U.S. legal counsel to the Underwriters for the Offering.
A registration statement on Form F-1 (File
No. 333-279752), relating to the Offering has been filed with the U.S. Securities and Exchange Commission (the “SEC”) on September
30, 2024. The Offering was made only by means of a prospectus. A final prospectus relating to the Offering was filed with the SEC on December
5, 2024 and is available on the SEC’s website at www.sec.gov. Alternatively, electronic copies of the final prospectus relating
to this Offering may be obtained, from R. F. Lafferty & Co., Inc., by email at offerings@rflafferty.com, by standard mail to
R. F. Lafferty & Co., Inc., 40 Wall Street, 27th Floor, New York, NY 10005 USA, or from Revere Securities LLC by email at contact@reveresecurities.com,
by standard mail to Revere Securities LLC, 560 Lexington Avenue, 16th Floor, New York, NY 10022, or by telephone at +1 (212) 688-2350.
Before you invest, you should read the prospectus
and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering.
This press release has been prepared for informational
purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any of the Company’s securities,
nor shall there be any offer, solicitation or sale of any of the Company’s securities any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About Linkers Industries Limited
Linkers Industries Limited is a manufacturer
and a supplier of wire/cable harnesses with manufacturing operations in Malaysia and have more than 20 years’ experience in the
wire/cable harnesses industry. The Company offers customized wire harness for different applications and electrics designs. Our customers
are generally global brand name manufacturers and original equipment manufacturers (“OEMs”) in the home appliances, industrial
products and automotive industries that are mainly based in the Asia Pacific Region.
For more information, visit the Company’s
website at www.linkers-hk.com.
FORWARD-LOOKING STATEMENTS
Certain statements in this announcement are
forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s
current expectations, and projections about future events that the Company believes may affect its financial condition, results of operations,
business strategy and financial needs. The Company cautions investors that actual results may differ materially from the anticipated results
and encourages investors to read the risk factors contained in the Company’s final prospectus and other reports it files with the
SEC before making any investment decisions regarding the Company’s securities. The Company undertakes no obligation to update or
revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations,
except as may be required by law.
Contacts
Linkers Industries Limited Investor Relations
Contact:
Lot A99, Jalan 2A-3, A101 & A102, Jalan
2A,
Kawasan Perusahaan MIEL Sungai Lalang,
08000 Sungai Petani, Kedah Darul Aman, Malaysia
Tel : +60 4 4417802
Email: linkers.ir@linkers-hk.com
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