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: 001-42415
NEW
CENTURY LOGISTICS (BVI) LIMITED
Office A-E, 33/F, King Palace Plaza,
55
King Yip Street, Kwun Tong,
Kowloon,
Hong Kong
Tel:
+852 2148 6328
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form
20-F ☒ Form 40-F ☐
On
December 17, 2024, New Century Logistics (BVI) Limited (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with Craft Capital Management LLC, as representative of the underwriters named therein (the “Underwriters”),
pursuant to which the Company agreed to sell to the Underwriters in a firm commitment underwritten public offering (the “Offering”)
an aggregate of 1,500,000 ordinary shares of the Company, no par value (the “Ordinary Shares”), at a public offering price
of $4 per share. The Company has also granted the Underwriters a 45-day option starting from the effective date of post-effective
amendment No. 2 to the Registration Statement to purchase up to additional 225,000 ordinary shares to cover over-allotments, if
any.
The
Ordinary Shares were offered pursuant to a registration statement on Form F-1 (File No. 333-274115) (the “F-1”) relating
to the Offering, which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 20,
2024, and the Company’s registration statement on Form F-1MEF (File No. 333-283877) (the “MEF”) filed
with the SEC on December 17, 2024, which became effective upon filing. The Company filed a post-effective amendment No. 1 and a post-effective
amendment No.2 to the F-1 on November 29, 2024 and December 9, 2024, respectively; the post-effective amendment No.2 was declared
effective by the SEC on December 13, 2024.
The
foregoing summary of the terms of the Underwriting Agreement is subject to, and qualified in its entirety by reference to, a copy of
the Underwriting Agreement that is filed as Exhibit 1.1 to this Report on Form 6-K and is incorporated herein by reference.
On
December 19, 2024, the Company closed its Offering of 1,500,000 Class A ordinary shares, no par value, for gross proceeds
of $6 million. The Ordinary Shares were priced at $4.00 per share, and the Offering was conducted on a firm commitment
basis, with no over-allotment exercised by the Underwriters as of December 19, 2024. Upon closing of the Offering, the
Underwriters were issued warrants exercisable at any time and from time to time, in whole or in part, during the four-year period commencing
six months from the closing of this Offering, entitling the Underwriters to purchase up to 4% of the total number of Ordinary
Shares sold in this offering (including any Ordinary Shares sold as a result of the exercise of the Underwriters’ over-allotment
option) at an exercise price of $5.00 per share.
The
final prospectus relating to the Offering was filed with the SEC on December 18, 2024.
The
Ordinary Shares were previously approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “NCEW”
on December 18, 2024.
In
connection with the Offering, the Company issued a press release on December 18, 2024 announcing the pricing of the Offering
and a press release on December 19, 2024 announcing the closing of the Offering, respectively. Copies of each press release
are attached hereto as Exhibit 99.1 and Exhibit 99.2.
This
report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under
the securities laws of any such state or jurisdiction.
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.
| |
New
Century Logistics (BVI) Limited |
| |
|
|
| Date:
December 19, 2024 |
By: |
/s/
Ngan Ching Shun |
| |
Name:
|
Ngan
Ching Shun |
| |
Title: |
Chief
Executive Officer and Chairman |
EXHIBIT
INDEX
Exhibit
1.1
NEW
CENTURY LOGISTICS (BVI) LIMITED
UNDERWRITING
AGREEMENT
December
17, 2024
Craft
Capital Management LLC
377
Oak Street, Lower Concourse
Garden
City, New York 11530
As
Representative of the Underwriters
named
on Schedule A hereto
Ladies
and Gentlemen:
The
undersigned, New Century Logistics (BVI) Limited, a British Virgin Islands business company (with registered company number
2011594) (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters
named in Schedule A hereto (collectively the “Underwriters,” and each, an “Underwriter”),
for which Craft Capital Management LLC, acting as the representative (in such capacity, the “Representative”),
to issue and sell an aggregate of 1,500,000 ordinary shares (the “Firm Shares”) of the Company, of no par value (the
“Ordinary Shares”). The Company has also granted to the Representative an option to purchase up to 225,000 additional
Ordinary Shares, on the terms and for the purposes set forth in Section 2(c) hereof (the “Additional Shares”). The
Firm Shares and any Additional Shares purchased pursuant to this Agreement are herein collectively referred to as the “Offered
Securities.” The offering and sale of the Offered Securities contemplated by this Agreement is referred to herein as the “Offering.”
The
Company confirms its agreement with the Underwriters as follows:
SECTION
1. Representations and Warranties of the Company.
The
Company represents and warrants to the Underwriters as follows with the understanding that the same may be relied upon by the Underwriters
in the Offering, as of the date hereof and as of the Closing Date (as defined below) and each Option Closing Date (as defined below),
if any:
(a)
Filing of the Registration Statement. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the
“Commission”) a registration statement on Form F-1 (File No. 333-274115), which contains a form of prospectus to be
used in connection with the Offering. Such registration statement, as amended, including the financial statements, exhibits and schedules
thereto contained in the registration statement at the time such registration statement became effective, in the form in which it was
declared effective by the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the
rules and regulations promulgated thereunder (the “Securities Act Regulations”), and including any required information
deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act, or pursuant to the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder (the “Exchange
Act Regulations”), is called the “Registration Statement.” Any registration statement filed by the Company
pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and
after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall
include the Rule 462(b) Registration Statement. Such prospectus, in the form first filed pursuant to Rule 424(b) under the Securities
Act after the date and time that this Agreement is executed and delivered by the parties hereto, or, if no filing pursuant to Rule 424(b)
under the Securities Act is required, the form of final prospectus relating to the Offering included in the Registration Statement at
the effective date of the Registration Statement, is called the “Prospectus.” All references in this Agreement to
the Registration Statement, the preliminary prospectus included in the Registration Statement (each, a “preliminary prospectus”),
the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant
to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”). The preliminary prospectus that was included
in the Registration Statement immediately prior to the Applicable Time (as defined below) is hereinafter called the “Pricing
Prospectus.” Any reference to the “most recent preliminary prospectus” shall be deemed to refer to the latest preliminary
prospectus included in the registration statement. Any reference herein to any preliminary prospectus or the Prospectus or any supplement
or amendment to either thereof shall be deemed to refer to and include any documents incorporated by reference therein as of the date
of such reference.
(b)
“Applicable Time” means 4:30 pm, Eastern Time, on the date of this Agreement or such other time as agreed to in writing
by the Company and the Underwriters.
(c)
Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the
Securities Act and the Securities Act Regulations on November 20, 2024. The Company filed a post-effective amendment No. 1 and a post-effective
amendment No.2 to the Registration Statement on November 29, 2024 and December 9, 2024, respectively; the post-effective amendment No.2
was declared effective by the Commission under the Securities Act and the Securities Act Regulations on December 13, 2024. The Company
has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information.
No stop order preventing or suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose
have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission.
Each
preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if
filed by electronic transmission pursuant to EDGAR (except as may be permitted by Regulation S-T under the Securities Act), was identical
in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any
artwork and graphics that were not filed. The Registration Statement and any post-effective amendment to the Registration Statement,
at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section
4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations
and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent
times until the Underwriters have completed the Offering, did not and will not contain any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in
or omissions from the Registration Statement or any post-effective amendment to the Registration Statement, or in the Pricing Prospectus
or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters
furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished
on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement,
the Pricing Prospectus and Prospectus and (ii) the sub-sections titled “Electronic Distribution,” “Price Stabilization,
Short Positions,” “Passive Market Making,” “Potential Conflicts of Interest,” and “Other Relationships”
in each case under the caption “Underwriting” in the Registration Statement, the Pricing Prospectus, the Prospectus (the
“Underwriter Information”). There are no contracts or other documents required to be described in the Registration
Statement, the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly
and accurately described in all material respects or filed as required.
(d)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing Prospectus, as amended or supplemented,
(ii) each issuer free writing prospectus, as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”),
if any, identified in Schedule B hereto, (iii) the pricing terms set forth in Schedule C to this Agreement,
and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the
Disclosure Package. As of the Applicable Time, the Disclosure Package did not contain any untrue statement of a material fact or omit
to state any material fact necessary 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 Package based upon and in conformity
with the Underwriter Information.
(e)
Company Not Ineligible Issuer. (i) At the time of filing the Registration Statement and (ii) as of the date of the execution and
delivery of this Agreement, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 under the Securities Act), without
taking account of any determination by the Commission pursuant to Rule 405 under the Securities Act that it is not necessary that the
Company be considered an Ineligible Issuer.
(f)
Issuer Free Writing Prospectuses. No Issuer Free Writing Prospectus includes any information that conflicts with the information
contained in the Registration Statement, including any document incorporated by reference therein that has not been superseded or modified.
The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity
with the Underwriter Information.
(g)
Offering Materials Furnished to the Underwriters. The Company has delivered to the Underwriters copies of the Registration Statement
and of each consent and certificate of experts filed as a part thereof, and each preliminary prospectus and the Prospectus, as amended
or supplemented, in such quantities and at such places as the Underwriters have reasonably requested in writing.
(h)
Distribution of Offering Material by the Company. The Company has not distributed or authorized the distribution of, and will
not distribute, prior to the completion of the Offering, any offering material in connection with the Offering other than a preliminary
prospectus, the Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters,
and the Registration Statement.
(i)
Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement
of, the Company, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable
law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws
relating to or affecting the rights and remedies of creditors or by general equitable principles.
(j)
Authorization of the Offered Securities. The Offered Securities to be sold by the Company to the Underwriters have been duly and
validly authorized by all required corporate action and have been reserved for issuance and sale pursuant to this Agreement and, when
so issued and delivered by the Company, will be validly issued, fully paid and non-assessable, free and clear of all liens imposed by
the Company. The Company has a sufficient number of authorized Ordinary Shares for the issuance of the maximum number of Offered Securities
issuable pursuant to the Offering as described in the Prospectus.
(k)
No Applicable Registration or Other Similar Rights. There are no persons with registration or other similar rights to have any
securities of the Company registered for sale under the Registration Statement and included in the Offering.
(l)
No Material Adverse Change. Except as otherwise disclosed in the Disclosure Package, subsequent to the respective dates as of
which information is given in the Disclosure Package: (i) there has been no material adverse change, or any development that could reasonably
be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations,
whether or not arising from transactions in the ordinary course of business, of the Company (any such change, a “Material Adverse
Change”, and any resulting effect, a “Material Adverse Effect”); and (ii) the Company has not incurred any
material liability or obligation, indirect, direct or contingent, not in the ordinary course of business nor entered into any material
transaction or agreement not in the ordinary course of business; and (iii) there has been no dividend or distribution of any kind declared,
paid or made by the Company in respect of its share capital.
(m)
Independent Accountant. ZH CPA LLC (the “Accountant”), which has expressed its opinion with respect to the
audited financial statements (which term as used in this Agreement includes the related notes thereto) of the Company filed with the
Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus, is an independent registered
public accounting firm as required by the Securities Act and the Exchange Act.
(n)
Preparation of the Financial Statements. The financial statements of the Company included in the Registration Statement, the Disclosure
Package, and the Prospectus, present fairly the information provided as of and at the dates and for the periods indicated (provided that
unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate
and do not contain all footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”)). Such financial
statements comply as to form with the applicable accounting requirements of the Securities Act and the Securities Act Regulations and
have been prepared in conformity with U.S. GAAP applied on a consistent basis throughout the periods involved, except as may be expressly
stated in the related notes thereto. Except as included therein, no other financial statements or supporting schedules are required to
be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus. Each item of historical
financial data relating to the operations, assets or liabilities of the Company set forth in summary form in each of the preliminary
prospectuses and the Prospectus fairly presents such information on a basis consistent with that of the complete financial statements
contained therein.
(o)
Incorporation and Good Standing. The Company has been duly formed and is validly existing and in good standing as a company limited
by shares under the laws of the jurisdiction of its formation and has corporate power and authority to own, lease and operate its properties
and to conduct its business as described in the Registration Statement, the Disclosure Package, and the Prospectus and to enter into
and perform its obligations under this Agreement. As of the Closing Date, the Company does not own or control, directly or indirectly,
any corporation, association or other entity that is not otherwise disclosed in the Registration Statement, the Disclosure Package, or
the Prospectus.
(p)
Capitalization and Other Share Capital Matters. The authorized, issued and outstanding shares of the Company is as set forth in
each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described
in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure
Package and Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement,
the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package
and Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable
and have been issued in compliance with applicable laws. None of the outstanding Ordinary Shares were issued in violation of any preemptive
rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. The Depository Trust
Company (the “DTC”) has authorized the Ordinary Shares for delivery through its full fast transfer facilities. There
are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity
or debt securities convertible into or exchangeable or exercisable for, any shares of the Company other than those described in the Disclosure
Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options
or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information
required to be shown with respect to such plans, arrangements, options and rights. No further approval from Nasdaq or authorization of
any shareholder, the Company’s board of directors or others is required for the issuance and sale of the Offered Securities. Except
as set forth in the Registration Statement, the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements
or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge
of the Company, between or among any of the Company’s shareholders.
(q)
Non-Contravention of Existing Instruments, No Further Authorizations or Approvals Required. The Company is not in violation of
its memorandum and articles of association, as amended, or in default (or, with the giving of notice or lapse of time, would be in default)
(“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument
to which it is a party or by which it may be bound (including, without limitation, any agreement or contract filed as an exhibit to the
Registration Statement or to which any of the property or assets of the Company are subject (each, an “Existing Instrument”)),
except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution,
delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and
the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions
of the memorandum and articles of association of the Company, as amended, (ii) will not conflict with or constitute a breach of, or Default
under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant
to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative
regulation or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the
extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse Effect. No consent,
approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or
agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions
contemplated hereby and by the Disclosure Package and the Prospectus, except the registration or qualification of the Offered Securities
under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”).
(r)
Subsidiaries. Each of the Company’s direct and indirect subsidiaries (each a “Subsidiary” and collectively,
the “Subsidiaries”) has been identified on Schedule E hereto. Each of the Subsidiaries has been duly
formed, is validly existing under the laws of Hong Kong and in good standing under the laws of the jurisdiction of its incorporation,
has full power and authority (corporate or otherwise) to own its property and to conduct its business as described in the Registration
Statement, the Disclosure Package, the Prospectus, and is duly qualified to transact business and is in good standing in each jurisdiction
in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the
failure to be so qualified or be in good standing would not result in a Material Adverse Change on the Company and its Subsidiaries,
taken as a whole. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the
equity interests of each Subsidiary have been duly and validly authorized and issued, are owned or controlled directly or indirectly
by the Company, are fully paid in accordance with its memorandum and articles of association or charter documents and non-assessable
and are free and clear of all liens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any
Subsidiary was issued in violation of preemptive or similar rights of any security holder of such Subsidiary. All of the constitutive
or organizational documents of each of the Subsidiaries comply with the requirements of applicable laws of its jurisdiction of incorporation
or organization and are in full force and effect. Apart from the Subsidiaries, the Company has no direct or indirect subsidiaries or
any other company over which it has direct or indirect effective control. Other than the Subsidiaries, the Company does not directly
or indirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated
entity whose financial results would be consolidated under U.S. GAAP with the financial results of the Company on the consolidated financial
statements of the Company, regardless of whether the Company directly or indirectly owns less than a majority of the equity interests
of such person.
(s)
No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement, Disclosure Package and the Prospectus,
there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings
(collectively, “Actions”) pending or, to the Company’s knowledge, (i) threatened against the Company or any
Subsidiaries or (ii) have as the subject thereof any of the executive officers, directors, or key employees of the Company or any of
its Subsidiaries or any of the properties owned or leased by the Company or any Subsidiaries, where in any such case (A) there is a reasonable
possibility that such Action might be determined adversely to the Company and (B) any such Action, if so determined adversely, would
reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by
this Agreement. Except as otherwise disclosed in the Registration Statement, Disclosure Package and the Prospectus, no material labor
dispute with the employees of the Company or any Subsidiary exists or, to the Company’s knowledge, is threatened or imminent. None
of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship
with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement,
and the Company and its Subsidiaries believe that their relationships with their employees are good. No executive officer of the Company,
to the knowledge of the Company, is in violation of any material term of any employment contract, confidentiality, disclosure or proprietary
information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third
party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability
with respect to any of the foregoing matters. Except as otherwise disclosed in the Registration Statement, any preliminary prospectus,
the Disclosure Package and the Prospectus, the Company and its Subsidiaries are in compliance with all applicable laws and regulations
relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to
be in compliance could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as
otherwise disclosed in the Registration Statement, any preliminary prospectus, the Disclosure Package and the Prospectus, neither the
Company nor any Subsidiary, or to the knowledge of the Company, any director or officer of the Company, is or has within the last 10
years been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim
of breach of fiduciary duty. Except as otherwise disclosed in the Disclosure Package and the Prospectus, there has not been, and to the
knowledge of the Company, there is no pending or contemplated, any investigation by the Commission involving the Company or any current
or former director or officer of the Company.
(t)
Intellectual Property Rights. Each of the Company and its Subsidiaries owns, possesses or licenses, and otherwise has legally
enforceable rights to use all patents, patent applications, trademarks, trade names, copyrights, domain names, licenses, approvals and
trade secrets (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted
or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except to the extent such failure
to own, possess or have other rights to use such Intellectual Property would not be expected to result in a Material Adverse Change.
Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) neither the Company nor any
Subsidiary has received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) the
Company and its Subsidiaries are not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property
Rights of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus
and are not described in all material respects; (iii) none of the technology employed by the Company or its Subsidiaries has been obtained
or is being used by the Company or its Subsidiaries in violation of any contractual obligation binding on the Company or its Subsidiaries,
to the Company’s knowledge, in violation of the rights of any persons; and (iv) neither the Company nor its Subsidiaries is subject
to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or
instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened
litigation, which materially restricts or impairs its use of any Intellectual Property Rights.
(u)
All Necessary Permits, etc. Except as otherwise disclosed in the Registration Statement, Disclosure Package and the Prospectus,
the Company and its Subsidiaries, possess such valid and current certificates, authorizations or permits issued by the applicable regulatory
agencies or bodies necessary to conduct their respective business, and has made all declarations and filings with, the appropriate national,
regional, local or other governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties
or assets or the conduct of their respective businesses as described in the Registration Statement, the Disclosure Package and the Prospectus,
except where any lack of the licenses would not reasonably be expected to have, individually or in aggregate, a Material Adverse Effect,
and has not received any notice of proceedings relating to the revocation or modification of any such licenses and, to the knowledge
of the Company, the Company has no reason to believe that such licenses will not be renewed in the ordinary course of businesses that,
if determined adversely to the Company, would individually or in the aggregate have a Material Adverse Effect. Such licenses are valid
and in full force and effect and contain no materially burdensome restrictions or conditions not described in the Registration Statement,
the Disclosure Package or the Prospectus.
(v)
Title to Properties. Except as otherwise disclosed in the Disclosure Package and the Prospectus, the Company and its Subsidiaries
have good and marketable title to all the properties and assets reflected as owned by it in the financial statements referred to in Section
1(n) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interest,
mortgage, lien, encumbrance, equity, adverse claim or other defect, except such as do not materially and adversely affect the value of
such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property,
improvements, equipment, and personal property held under lease by the Company and its Subsidiaries are held under valid and enforceable
leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real
property, improvements, equipment or personal property by the Company and its Subsidiaries.
(w)
Tax Law Compliance. (i) Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus,
the Company and its Subsidiaries have each filed all federal, state, local and foreign income tax returns required to be filed as of
the date of this Agreement or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid
by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them in all material
respects. (ii) No tax deficiency has been determined adversely to the Company or any of its Subsidiaries that has had (nor does the Company
nor any of its Subsidiaries have any notice or knowledge of any tax deficiency which could reasonably be expected to be determined adversely
to the Company or its Subsidiaries and which could reasonably be expected to have) a Material Adverse Effect. (iii) The Company has made
adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n) above in
respect of all federal, state, and foreign income and franchise taxes for all periods as to which the tax liability of the Company has
not been finally determined. (iv) All local and national PRC governmental tax credit, exemptions, waivers, financial subsidies, and other
local and national PRC tax relief, concessions and preferential treatment enjoyed by the Company or any of the Subsidiaries as disclosed
in the Registration Statement, the Disclosure Package and the Prospectus and the Prospectus are valid, binding and enforceable and do
not violate any laws, regulations, rules, orders, decrees, guidelines, judicial interpretations, notices or other legislation of the
PRC.
(x)
Company Not an “Investment Company.” The Company is not, and after giving effect to payment for the Offered Securities
and the application of the proceeds as contemplated under the caption “Use of Proceeds” in each of the Disclosure Package
and the Prospectus will not be, required to register as an “investment company” within the meaning of the Investment Company
Act of 1940, as amended (the “Investment Company Act”).
(y)
Insurance. Each of the Company and the Subsidiaries is insured against such losses and risks and in such amounts as the Company
believes are prudent and customary in the businesses in which they are engaged as the Company reasonably believes are adequate and customary
for companies engaged in similar businesses. The Company has no reason to believe that it will not be able (i) to renew its or their
existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be
necessary or appropriate to conduct its or their business as now conducted at a cost that would not have a Material Adverse Effect, except
in each case as described in each of the Registration Statement, the Disclosure Package and the Prospectus.
(z)
No Price Stabilization or Manipulation. The Company has not taken and will not take, directly or indirectly, any action designed
to, or that might be reasonably expected to cause or result in, stabilization or manipulation of the price of any securities of the Company
to facilitate the sale or resale of the Offered Securities.
(aa)
Related Party Transactions. There are no material business relationships or related-party transactions, directly or indirectly,
involving the Company or its Subsidiaries with any related person required to be described or filed in the Registration Statement, or
described in the Disclosure Package or the Prospectus, that have not been as set forth in the Registration Statement, the Prospectus,
and the Pricing Prospectus.
(bb)
Disclosure Controls and Procedures. To the extent required, the Company has established and maintains disclosure controls and
procedures (as such term is defined in Rule 13a-15(e) of the Exchange Act Regulations) designed to ensure that information required to
be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported,
within the time periods specified in the Commission’s rules and forms. Except as otherwise disclosed in the Registration Statement,
the Disclosure Package and the Prospectus, the Company is not aware of (a) any significant deficiency in the design or operation of internal
controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or any material
weaknesses in internal controls or (b) any fraud, whether or not material, that involves management or other employees who have a significant
role in the Company’s internal controls.
(cc)
Company’s Accounting System. To the extent required, the Company maintains a system of accounting controls designed to provide
reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii)
transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain accountability
for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv)
the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.
(dd)
Money Laundering Law Compliance. The operations of the Company are and have been conducted at all times in material compliance
with all applicable financial recordkeeping and reporting requirements, including those of the United States Bank Secrecy Act, as amended
by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company conducts business, and
the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by
any competent governmental agency (collectively, the “Anti-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 with respect to any Anti-Money
Laundering Laws is pending or, to the knowledge of the Company, threatened.
(ee)
No Accounting Issues. The Company has not received any notice, oral or written, from its board of directors or audit committee
stating that it is reviewing or investigating, and neither the Company’s independent auditors nor its internal auditors have recommended
that the Company’s board of directors or audit committee review or investigate, (i) adding to, deleting, changing the application
of, or changing the Company’s disclosure with respect to, any of the Company’s material accounting policies; (ii) any matter
which could result in a restatement of the Company’s financial statements for any annual or interim period during the current or
prior two fiscal years; or (iii) any Internal Control (as defined below) event.
(ff)
OFAC.
(i)
Neither the Company and its Subsidiaries nor, to the knowledge of the Company, any director, officer or employee of the Company and its
Subsidiary, or any other person authorized to act on behalf of the Company or its Subsidiaries, is an individual or entity (“Person”)
that is, or is owned or controlled by a Person that is:
A.
the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”),
the United Nations Security Council (“UNSC”), the European Union (“EU”), His Majesty’s Treasury
(“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor
B.
located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar,
Russia, Cuba, Iran, Libya, North Korea, Sudan and Syria).
(ii)
The Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such
proceeds to any Subsidiary, joint venture partner or other Person:
A.
to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding
or facilitation, is the subject of Sanctions; or
B.
in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Offering, whether
as underwriter, advisor, investor or otherwise).
(gg)
Foreign Corrupt Practices Act. Neither the Company and its Subsidiaries, nor, to the knowledge of the Company, any director, officer
or employee or affiliate of the Company and its Subsidiaries, any Subsidiary or any other person acting on behalf of the Company, has,
directly or indirectly, taken any action that (i) would result in a violation by such persons of the Foreign Corrupt Practices Act of
1977, as amended, and the rules and regulations thereunder (the “FCPA”) or otherwise subject the Company to any damage
or penalty in any civil, criminal or governmental litigation or proceeding; (ii) if done in the past, might reasonably be expected to
have a Material Adverse Effect or (iii) if continued in the future, might reasonably be expected to materially and adversely affect the
assets, business, or operations of the Company. The foregoing includes, without limitation, giving or agreeing to give any money, gift
or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee
or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic
or foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position
to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction) that might subject
the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding .
(hh)
Internal Control and Compliance with Sarbanes-Oxley Act of 2002. The Company, its Subsidiaries, and the Company’s board
of directors have taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, the Company will
be in full compliance with any provision applicable to it of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”)
and the rules and regulations promulgated in connection therewith, and all applicable rules of Nasdaq, including, without limitation,
Section 402 related to loans and Sections 302 and 906 related to certifications required under the Sarbanes-Oxley Act. The Company maintains
a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters
and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”)
to comply with applicable laws and regulations, including, without limitation, the Securities Act, the Exchange Act, the Sarbanes-Oxley
Act, the rules and regulations of the Commission, and the rules of Nasdaq.
(ii)
Exchange Act Filing. A registration statement in respect of the Ordinary Shares has been filed on Form 8-A (the “Form
8-A Registration Statement”) pursuant to Section 12(b) of the Exchange Act, which registration statement complies in all material
respects with the Exchange Act. The Form 8-A Registration Statement is effective, and the Company has taken no action designed to, or
which to its knowledge is likely to have the effect of, terminating the registration of the Ordinary Shares under the Exchange Act nor
has the Company received any notification that the Commission is contemplating terminating such registration.
(jj)
Earning Statements. The Company will make generally available (which includes filings pursuant to the Exchange Act made publicly
through the EDGAR system) to its security holders as soon as practicable, but in any event not later than 16 months after the end of
the Company’s current fiscal year, an earnings statement (which need not be audited) covering a 12-month period that shall satisfy
the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations.
(kk)
Periodic Reporting Obligations. During the Prospectus Delivery Period (defined below), the Company shall file, on a timely basis,
with the Commission all reports and documents required to be filed under the Exchange Act. Additionally, the Company shall report the
use of proceeds from the issuance of the Firm Shares as may be required under Rule 463 under the Securities Act.
(ll)
Forward-looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act) contained in the Registration Statement, the Disclosure Package, the Prospectus, or shall be contained in any
amendments and supplements thereof, has been made, or will be made, without a reasonable basis, as reasonably determined by the Company
in good faith at the time such statement is made or will be made.
(mm)
Foreign Tax Compliance. Except as otherwise disclosed in the Disclosure Package and the Prospectus, no transaction, stamp, capital
or other issuance, registration, transaction, transfer or withholding taxes or duties are payable in the Hong Kong or the British Virgin
Islands or to any Hong Kong or British Virgin Islands taxing authority in connection with the issuance, sale and allotment of the Offered
Securities, and the allotment of the Offered Securities to or for the account of the Underwriters.
(nn)
Compliance with PRC Oversea Investment and Listing Rules and Regulations. Except as otherwise disclosed in the Disclosure Package
and the Prospectus, the Company and its Subsidiaries have taken reasonable steps to cause each of the Company’s principal shareholders,
directors and officers that is, or directly or indirectly controlled by, a PRC resident or citizen, to comply with any applicable rules
and regulations of relevant PRC government agencies (including but not limited to the Ministry of Commerce, the National Development
and Reform Commission, the China Securities Regulatory Commission (“CSRC”)), and the State Administration of Foreign
Exchange (“SAFE”)) relating to overseas investment by PRC residents and citizens (collectively, the “PRC
Oversea Investment and Listing Rules and Regulations”), including, without limitation, taking reasonable steps to require each
such person that is, or is directly or indirectly owned or controlled by, a PRC resident or citizen, to complete any registration, to
timely report material changes, and to complete other procedures required by any relevant PRC government agencies under any applicable
PRC Oversea Investment and Listing Rules and Regulations..
(oo)
M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic
Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission,
the State Tax Administration, the State Administration of Industry and Commerce, the CSRC and SAFE on August 8, 2006, and amended on
June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore
special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly
by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on
a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from
its PRC counsel and based on such legal advice, the Company confirms with the Underwriters:
| (i) | Except
as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the
issuance and sale of the Offered Securities, the listing and trading of the Offered Securities
on the Nasdaq Capital Market and the consummation of the transactions contemplated by this
Agreement are not and will not be, as of the date hereof or at the Closing Date, materially
affected by the M&A Rules or any official clarifications, guidance, interpretations or
implementation rules in connection with or related to the M&A Rules as amended as of
the date hereof (collectively, the “M&A Rules and Related Clarifications”). |
| (ii) | Except
as disclosed in the Disclosure Materials, Registration Statement, and the Prospectus, as
of the date hereof, the M&A Rules and Related Classifications did not and do not require
the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered
Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market,
or the consummation of the transactions contemplated by this Agreement. |
(pp)
Foreign Private Issuer Status. The Company is a “foreign private issuer” within the meaning of Rule 405 under the
Securities Act.
(qq)
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 prior to the Offering (the “Insiders”) as well as
in the Lock-Up Agreement in the form attached hereto as Exhibit A provided to the Representative 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.
(rr)
Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt
by the Company of the proceeds from the sale of the Offered Securities hereunder, the current cash flow of the Company, together with
the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the
cash, are sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does
not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to
be payable on or in respect of its debt). Except as set forth in the Registration Statement and the Prospectus, the Company has no knowledge
of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization
laws of any jurisdiction within one year from the Closing Date. The Registration Statement and the Prospectus set forth as of the date
hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary
has commitments. For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts
owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements
and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s
consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection
or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due
under leases required to be capitalized in accordance with U.S. GAAP. Except as set forth in the Registration Statement and the Prospectus,
neither the Company nor any Subsidiary is in default with respect to any Indebtedness.
(ss)
Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act on its behalf has, (i) taken, directly
or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company
to facilitate the sale or resale of any of the Offered Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting
purchases of, any of the Offered Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to
purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriters
in connection with the Offering.
(tt)
EGC Status and Testing the Waters Communications. From the time of the initial confidential submission of the Registration Statement
to the Commission (or, if earlier, the first date on which the Company engaged directly or through any person authorized to act on its
behalf in any Testing the Waters Communication (as defined below)) through the date hereof, the Company has been and is an “emerging
growth company”, as defined in Section 2(a) of the Securities Act (“Emerging Growth Company”). “Testing
the Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section
5(d) of the Securities Act. The Company (i) has not alone engaged in any Testing the Waters Communications other than Testing the Waters
Communications with the consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule
144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and
(ii) has not authorized anyone other than the Representative to engage in Testing the Waters Communications. The Company reconfirms that
the Representative has been authorized to act on its behalf in undertaking Testing the Waters Communications. The Company has not distributed
any Written Testing the Waters Communications (as defined below) other than those listed on Schedule F hereto. “Written
Testing the Waters Communication” means any Testing the Waters Communication that is a written communication within the meaning
of Rule 405 under the Securities Act. As of the time of each sale of the Offered Securities in connection with the Offering when the
Prospectus is not yet available to prospective purchasers, no individual Written Testing the Waters Communications, included, includes
or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not misleading
(uu)
Margin Securities. The Company owns no “margin securities” as that term is defined in Regulation U of the Board of
Governors of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds of the Offering will
be used, directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring
any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any
of the Offered Securities to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal
Reserve Board.
(vv)
Reserved.
(ww)
No Finder’s Fee. There are no contracts, agreements, or understandings between the Company or its Subsidiaries and
any other person that would give rise to a valid claim against the Company or its Subsidiaries or any Underwriter for a brokerage commission,
finder’s fee or other like payment in connection with this Offering, or any other arrangements, agreements, understandings, payments,
or issuance with respect to the Company, or its Subsidiaries, or any of their respective officers, directors, shareholders, partners,
employees or related parties that may affect the Underwriters’ compensation as determined by FINRA.
(xx)
No FINRA Affiliations. To the Company’s knowledge and except as disclosed to the Representative in writing, no (i) officer
or director of the Company or its subsidiaries, (ii) owner of ten percent (10%) or more of any class of the Company’s securities
or (iii) owner of any amount of the Company’s unregistered securities acquired within the 180-day immediately prior to the date
that the Registration Statement was initially filed to the Commission, has any direct or indirect affiliation or association with any
FINRA member. The Company will advise the Representative and its counsel if it becomes aware that any such person described in (i) to
(iii) under this section 1(xx) is or becomes an affiliate or associated person of a FINRA member participating in the offering.
(yy)
Operating and Other Data. All operating and other data pertaining to the Disclosure Package and the Prospectus are true and accurate
in all material respects.
(zz)
Third-party Data. Any statistical, industry-related and market-related data included in the Disclosure Package and the Prospectus
is based on or derived from sources that the Company reasonably and in good faith believes to be reliable and accurate, and such data
agrees with the sources from which it is derived, and the Company has obtained the written consent for the use of such data from such
sources to the extent required.
(aaa)
Compliance with Environmental Laws. The Company and its Subsidiaries are (A) in compliance with any and all applicable foreign,
federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or
toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (B) have received and are in compliance
with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses
and (C) have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release
of hazardous or toxic substances or wastes, pollutants or contaminants, except where such non-compliance with Environmental Laws, failure
to receive required permits, licenses or other approvals, or liability would not have a Material Adverse Effect.
(bbb)
Compliance with Law, Constitutive Documents and Contracts. Neither the Company nor any of the Subsidiaries is (a) in breach or
violation of any provision of applicable law (including, but not limited to, any applicable law concerning information collection and
user privacy protection) or (b) in breach or violation of its respective constitutive documents, or (c) in default under (nor has any
event occurred that, with notice, lapse of time or both, would result in any breach or violation of, constitute a default under or give
the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or
repayment of all or a part of such indebtedness under) any agreement or other instrument that is binding upon the Company or any of the
Subsidiaries, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any
of the Subsidiaries, except in the cases of (a) and (c) above, where any such breach, violation or default would not have a Material
Adverse Effect.
(ccc)
No Unlawful Influence. The Company has not offered, or caused the Underwriters to offer, Shares to any person or entity with
the intention of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s
or supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish
favorable information about the Company or any such affiliate.
(ddd)
Integration. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly,
made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the Offering
to be integrated with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such
securities under the Securities Act.
(eee)
Representation of Officers. Any certificate signed by an officer of the Company and delivered to the Representative or to counsel
for the Representative shall be deemed to be a representation and warranty by the Company to the Underwriters as to the matters set forth
therein. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section
6 hereof, counsel to the Company, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents
to such reliance.
SECTION
2. Firm Shares; Additional Shares; Representative’s Warrants.
(a)
Purchase of Firm Shares. Based on 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 the Firm Shares at a purchase price (net of discounts) of
$3.70 per share. The Underwriters agree to subscribe for and purchase from the Company the Firm Shares in such amounts as set forth opposite
their respective names on Schedule A attached hereto and made a part hereof.
(b)
Delivery of and Payment for Firm Shares. Issue and delivery of, and payment for, the Firm Shares shall be made at 10:00 A.M.,
Eastern time, on the second (2nd) business day following the Applicable Time, or at such time as shall be agreed upon by the
Representative and the Company, at a place (including remotely by facsimile or other electronic transmission) as shall be agreed upon
by the Representative and the Company. The hour and date of issue and delivery of and payment for the Firm Shares is called the “Closing
Date.” The closing of the payment of the purchase price for, and issue of 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 issue to the Underwriters
of the Firm Shares (and either delivery of share certificate in respect of the Firm Shares or if uncertificated through the full fast
transfer facilities of 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. The Company shall not be obligated
to issue and sell or deliver the Firm Shares except upon tender of payment by the Underwriters for all the Firm Shares.
(c)
Additional Shares. The Company hereby grants to the Underwriters an option (the “Over-allotment Option”), exercisable
for 45 days from the effective date of post-effective amendment No. 2 to the Registration Statement, to purchase up to an additional
225,000 Ordinary Shares, in each case solely for the purpose of covering over-allotments of such securities, if any. The Over-allotment
Option is, at the Representative’s sole discretion, for Additional Shares.
(d)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) hereof may be exercised by the Representative
on or within 45 days from the effective date of post-effective amendment No. 2 to the Registration Statement. The purchase price to be
paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation
to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be
exercised by the giving of oral notice to the Company from the Representative, which shall be confirmed in writing via overnight mail
or facsimile or other electronic transmission, setting forth the number of Additional Shares to be purchased and the date and time for
delivery of and payment for the Additional Shares (the “Option Closing Date”), which shall not be later than five
(5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative,
at the offices of the Representative’s counsel or at such other place (including remotely by facsimile or other electronic transmission)
as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Additional Shares does not occur
on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect
to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated
to sell to the Underwriters the number of Additional Shares specified in such notice and (ii) the Underwriters shall purchase that portion
of the total number of Additional Shares.
(e)
Delivery and Payment of Additional Shares. Payment for the Additional Shares shall be made on the Option Closing Date by wire
transfer in Federal (same day) funds, upon delivery to the Representative of certificates (in form and substance satisfactory to the
Representative) representing the Additional Shares (or through the facilities of DTC) for the account of the Underwriters. The Additional
Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at
least two (2) full Business Days prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Additional
Shares except upon tender of payment by the Underwriters for applicable Additional Shares. The Option Closing Date may be simultaneous
with, but not earlier than, the Closing Date; and in the event that such time and date are simultaneous with the Closing Date, the term
“Closing Date” shall refer to the time and date of delivery of the Firm Shares and Additional Shares.
(f)
Underwriter’s Discount. In consideration of the services to be provided for hereunder, the Company shall pay the Underwriters
a discount equal to seven and a half percent (7.5%) of the gross proceeds.
(g)
Representative’s Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing
Date warrants (“Representative’s Warrants”) to purchase such number of Ordinary Shares, representing four percent
(4%) of the total number of Offered Securities sold in the Offering. The agreement(s) representing the Representative Warrants, in the
form attached hereto as Exhibit B (the “Representative’s Warrant Agreement”), shall be exercisable at
any time, and from time to time, in whole or in part, during the four (4) year period commencing six (6) months from the Closing Date
at an initial exercise price per share of $5.00, which is equal to 125% of the public offering price of the Firm Shares, and shall provide
for adjustments to the exercise price and number of Ordinary Shares for which the Representative’s Warrants are exercisable in
the event of stock dividends, splits and recapitalizations. The Representative’s Warrant Agreement and the Ordinary Shares issuable
upon exercise thereof (the “Warrant Shares”) are hereinafter referred to together as the “Representative’s
Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110
against transferring the Representative’s Warrants and the Warrant Shares during the one hundred eighty (180) days beginning on
the date of commencement of sales of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign,
pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative,
put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty
(180) days beginning on the date of commencement of sales of the Offering to anyone other than (i) an Underwriter or a selected dealer
in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected
dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.
(i) Delivery
of the Representative Warrants. Delivery of the Representative’s Warrants shall be made on the Closing Date and each Option
Closing Date, as applicable, and shall be issued in the name or names and in such authorized denominations as the Representative may
request.
SECTION
3. Covenants of the Company.
The
Company also covenants and agrees with each of the Underwriters as follows:
(a)
Underwriter’s Review of Proposed Amendments and Supplements. During the period beginning at the Applicable Time and ending
on the later of the Closing Date or such date as, in the opinion of counsel for the Representative, the Prospectus is no longer required
by law to be delivered in connection with sales by the Underwriters or selected dealers, including under circumstances where such requirement
may be satisfied pursuant to Rule 172 under the Securities Act (the “Prospectus Delivery Period”), prior to amending
or supplementing the Registration Statement or the Prospectus, including any amendment or supplement through incorporation by reference
of any report filed under the Exchange Act, the Company shall furnish to the Underwriters 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.
(b)
Securities Act Compliance. After the date of this Agreement, during the Prospectus Delivery Period, the Company shall promptly
advise the Underwriters in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from,
the Commission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment
or supplement to the Pricing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration
Statement becomes effective and (iv) of 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 or notice preventing or suspending the use of the Registration Statement,
the Pricing Prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Offered
Securities from any securities exchange upon which they are listed for trading or included or designated for quotation, or of the threatening
or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order or order or notice of prevention
or suspension at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment
or will file a new registration statement and use its best efforts to have such new registration statement declared effective as soon
as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under
the Securities Act, including with respect to the timely filing of documents thereunder and will confirm that any filings made by the
Company under such Rule 424(b) were received in a timely manner by the Commission.
(c)
Exchange Act Compliance. During the Prospectus Delivery Period, to the extent the Company becomes subject to reporting obligation
under the Exchange Act, the Company will file all documents required to be filed with the Commission pursuant to Sections 13, 14 or 15
of the Exchange Act in the manner and within the time periods required by the Exchange Act.
(d)
Amendments and Supplements to the Registration Statement, Prospectus and Other Securities Act Matters. If, during the Prospectus
Delivery Period, any event or development shall occur or condition exist as a result of which the Disclosure Package or the Prospectus
as then amended or supplemented would include 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, as the case may be, not misleading,
or if it shall be necessary to amend or supplement the Disclosure Package or the Prospectus, in order to make the statements therein,
in the light of the circumstances under which they were made, as the case may be, not misleading, or if in the opinion of the Underwriters
it is otherwise necessary to amend or supplement the Registration Statement, the Disclosure Package or the Prospectus, or to file a new
registration statement containing the Prospectus, in order to comply with law, including in connection with the delivery of the Prospectus,
the Company agrees to (i) notify the Underwriters of any such event or condition (unless such event or condition was previously brought
to the Company’s attention by the Underwriters during the Prospectus Delivery Period) and (ii) promptly prepare (subject to Section
3(a) and Section 3(f) hereof), file with the Commission (and use its best efforts to have any amendment to the Registration
Statement or any new registration statement to be declared effective) and furnish at its own expense to the Underwriters and to dealers,
amendments or supplements to the Registration Statement, the Disclosure Package or the Prospectus, or any new registration statement,
necessary in order to make the statements in the Disclosure Package or the Prospectus as so amended or supplemented, in the light of
the circumstances under which they were made, as the case may be, not misleading or so that the Registration Statement, the Disclosure
Package or the Prospectus, as amended or supplemented, will comply with law.
(e)
Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior
written consent of the Underwriters, it will not make, any offer relating to the Offered Securities that would constitute an Issuer Free
Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the
Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities
Act; provided that the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing
prospectus listed on Schedule B hereto. Any such free writing prospectus consented to by the Underwriters is hereinafter
referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as
the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply,
as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus,
including in respect of timely filing with the Commission, legending and record keeping.
(f)
Copies of any Amendments and Supplements to the Prospectus. The Company agrees to furnish the Underwriters, without charge, during
the Prospectus Delivery Period, as many copies of each of the preliminary prospectuses, the Prospectus and the Disclosure Package and
any amendments and supplements thereto (including any documents incorporated or deemed incorporated by reference therein) as the Underwriters
may reasonably request.
(g)
Use of Proceeds. The Company shall apply the net proceeds from the issue and sale of the Offered Securities sold by it substantially
in the manner described under the caption “Use of Proceeds” in the Disclosure Package and the Prospectus.
(h)
Transfer Agent. The Company shall engage and maintain, at its expense, a registrar and transfer agent for the Offered Securities.
(i)
Internal Controls. The Company will maintain a system of internal accounting controls designed to provide reasonable assurances
that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded
as necessary in order to permit preparation of financial statements in accordance with U.S. GAAP and to maintain accountability for assets;
(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded
accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any
differences. The internal controls, upon consummation of the Offering, will be overseen by the audit committee of the Company’s
board of directors in accordance with the rules of the Nasdaq Stock Market (“Nasdaq”).
(j)
Exchange Listing. The Ordinary Shares have been duly authorized for listing on the Nasdaq Capital Market, subject to official
notice of issuance. The Company is in material compliance with the provisions of the rules and regulations promulgated by Nasdaq and
has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance
requirements (to the extent applicable to the Company as of the date hereof or the Closing Date or the Option Closing Date, if any; and
subject to all exemptions and exceptions from the requirements thereof as are set forth therein, to the extent applicable to the Company).
Without limiting the generality of the foregoing and subject to the qualifications above: (i) all members of the Company’s board
of directors who are required to be “independent” (as that term is defined under applicable laws, rules and regulations),
including, without limitation, all members of each of the audit committee, compensation committee and nominating and corporate governance
committee of the Company’s board of directors, meet the qualifications of independence as set forth under such laws, rules and
regulations, (ii) the audit committee of the Company’s board of directors has at least one member who is an “audit committee
financial expert” (as that term is defined under such laws, rules and regulations), and (iii) that, based on discussions with Nasdaq,
the Company meets all requirements for listing on the Nasdaq Capital Market.
(k)
Absence of Further Requirements. No consent, approval, authorization, or order of, or filing or registration with, any person
(including any governmental or regulatory agency or body or any court) is required to be obtained or made by the Company for the consummation
of the transactions contemplated by this Agreement or in connection with the Offering, and the issuance and sale of the Offered Securities,
except such as have been obtained, or made on or prior to the Closing Date, and are, or on the Closing Date will be, in full force and
effect, including (i) under applicable blue sky laws in any jurisdiction in which the Offered Securities are offered and sold and (ii)
under the rules and regulations of the FINRA. No authorization, consent, approval, license, qualification or order of, or filing
or registration with any person (including any governmental agency or body or any court) in any foreign jurisdiction is required for
the consummation of the transactions contemplated by this Agreement in connection with the Offering, issuance and sale of the Offered
Securities under the laws and regulations of such jurisdiction except such as have been obtained or made.
(l)
Future Reports to the Underwriters. For one year after the date of this Agreement, the Company will furnish, if not otherwise
available on EDGAR, to the Representative pursuant to the addresses and contacts provided in Section 13 of this Agreement:
(i) as soon as practicable after the end of each fiscal year, copies of the annual report of the Company containing the balance sheet
of the Company as of the close of such fiscal year and statements of income, shareholders’ equity and cash flows for the year then
ended and the opinion thereon of the Company’s independent public or certified public accountants; (ii) as soon as practicable
after the filing thereof, copies of each proxy statement, annual report on Form 20-F, interim financial statements using a Form 6-K or
other report filed by the Company with the Commission; and (iii) as soon as available, copies of any report or communication of the Company
mailed generally to holders of its shares.
(m)
No Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result in, or that
has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the
Company.
(n)
Existing Lock-Up Agreements. Except as described in the Registration Statement, the Disclosure Package and the Prospectus, there
are no existing agreements between the Company and its shareholders that prohibit the sale, transfer, assignment, pledge, or hypothecation
of any of the Company’s Ordinary Shares. The Company will direct the transfer agent to place stop transfer restrictions upon the
Ordinary Shares of the Company that are bound by such “lock-up” agreements for the duration of the periods contemplated therein.
(o)
Company Lock-Up.
(i)
Each of the Company and any successors of the Company will not, without the prior written consent of the Representative, from the date
of execution of this Agreement and continuing for a period of six (6) months after the Closing (the “Lock-Up Period”),
(i) 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 or otherwise transfer or dispose of, directly or indirectly, or file
with the Commission a registration statement under the Securities Act relating to, any Ordinary Share or any securities convertible into
or exercisable or exchangeable for Ordinary Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part,
any of the economic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described
in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to
the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of
any repurchase right prior to the expiration of the Lock-Up Period.
(ii)
The restrictions contained in Section 3(o)(i) hereof shall not apply to: (i) the Offered Securities to be sold hereunder,
(ii) the issuance by the Company of Ordinary Shares upon the exercise of a stock option or warrant or the conversion of a security outstanding
on the date hereof and disclosed in the Registration Statement, the Disclosure Package or the Prospectus, (iii) the issuance by the Company,
or the filing by the Company of a Registration Statement related thereto, of stock options or shares of the Company under any equity
compensation plan of the Company and (iv) securities issued pursuant to acquisitions or strategic transactions approved by a majority
of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined
in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith
during the Lock-Up Period and provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which
is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the
Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction
in which the Company is issuing securities primarily for the purpose of raising capital.
(p)
Right of First Refusal. For twelve (12) months following the closing of this offering, the Company agrees to grant the Representative
a right of first refusal (provided the Offering is completed) to provide investment banking services to the Company on terms that are
the same or more favorable to the Company compared to terms offered to the Company (the “Right of first Refusal”).
For these purposes, investment banking services shall include, without limitation, (a) acting as lead manager for any underwritten public
offering; and (b) acting as an exclusive placement agent or initial purchaser in connection with any private offering of the securities
of the Company. The Representative shall notify the Company of its intention to exercise the Right of First Refusal within fifteen (15)
business days following notice in writing by the Company. Any decision by the Representative to act in any such capacity shall be contained
in separate agreement, 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 Representative and its affiliates and shall be subject to general
market conditions, provided that the terms for such financing or transaction are the same or more favorable to the Company comparing
to terms offered to the Company by other underwriters/placement agents. If the Representative declines to exercise the Right of First
Refusal, the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which
are not materially more favorable to such other person or persons than the terms declined by the Representative. As compensation for
any of the foregoing services, the Representative will be paid customary fees to be mutually agreed upon at the appropriate time. Notwithstanding
the foregoing, the Right of First Refusal shall be terminated if the engagement between the Representative and the Company is terminated.
In accordance with FINRA Rule 5110(g)(6)(A)(i), such Right of First Refusal shall not have a duration of more than three years from the
commencement of sales of this offering or the termination date of the engagement between the Company and the Representative. The Right
of First Refusal granted hereunder shall be subject to FINRA Rule 5110(g), including that it may be terminated by the Company for Cause
(as defined below).
(q)
Tail Period. The Representative shall be entitled to receive from the Company compensation equal to seven and a half percent (7.5%)
of the gross proceeds received by the Company from the sale of any equity, debt and/or equity derivative instruments (each, a “Tail
Financing”) to the extent that such financing or capital is provided to the Company by an investor whom the Representative
has introduced to the Company, that was not-known to the Company or its Subsidiaries or any affiliates of the Company previously, prior
to the termination of the Engagement Letter (as defined below), if such Tail Financing is consummated during the twelve (12) month period
following the termination of that certain letter agreement, dated as of July 10, 2024, by and between the Company and the Representative
(the “Engagement Letter”), and if such investor was included in list of such investors provided by the Representative
to the Company. In accordance with FINRA Rule 5110(g)(5), the Representative shall not be entitled to receive any compensation associated
with the Tail Financing if the Engagement Letter is terminated by the Company for “Cause”, which shall mean willful
misconduct, gross negligence or a material breach of Engagement Letter by the Representative.
SECTION
4. Payment of Fees and Expenses.
The
Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities
Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary
prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering
of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including
any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities;
(iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws,
including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection
with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing
fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $200,000
maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered
Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar;
(viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection
with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides
and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of
the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred;
and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise
specifically provided for in this Section.
The
Company will pay the Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon
the Closing of the Offering.
The
Company will also reimburse the Representative up to a maximum of $200,000 for out-of-pocket accountable expenses, including, but not
limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to,
and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii)
the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to
the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses
of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes
in connection with the Offering; and (ix) all costs and expenses incurred in connection with the preparation, printing, filing, shipping
and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts),
each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and
this Agreement. The Company has paid an advance of $25,000 to the Representative for its anticipated out-of-pocket expenses; any advance
will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred
in accordance with FINRA Rule 5110(g)(4)(A).
SECTION
5. Taxes; Deductions and Withholding from Payments.
All
sums payable by the Company under this Agreement shall be paid free and clear of and without deductions or withholdings of any present
or future taxes, duties, or other amounts.
SECTION
6. Conditions of the Obligations of the Underwriters.
The
obligations of the Underwriters to subscribe for and purchase the Offered Securities as provided herein on the Closing Date and each
Option Closing Date shall be subject to (1) the accuracy of the representations and warranties on the part of the Company set forth in Section
1 hereof as of the date hereof and as of the Closing Date and each Option Closing Date as though then made; (2) the timely performance
by the Company of its covenants and other obligations hereunder; (3) no objections from FINRA as to the amount of compensation allowable
or payable to the Underwriters as described in the Registration Statement; and (4) each of the following additional conditions:
(a)
Accountant’s Comfort Letter. On the date hereof, the Representative shall have received from the Accountant, a letter dated
the date hereof addressed to the Representative, in form and substance satisfactory to the Representative, containing statements and
information of the type ordinarily included in accountants’ “comfort letters” to Representative, delivered according
to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the audited and unaudited financial statements
and certain financial information contained in the Registration Statement and the Prospectus.
(b)
Effectiveness of Registration Statement; Compliance with Registration Requirements; No Stop Order. During the period from and
after the execution of this Agreement to and including the Closing Date and each Option Closing Date, as applicable:
(i)
the Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A under the Securities
Act) in the manner and within the period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective
amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective amendment shall
have become effective; and
(ii)
no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement,
shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission.
(c)
No Material Adverse Change. For the period from and after the date of this Agreement to and including the Closing Date and each
Option Closing Date, if any, in the reasonable judgment of the Representative there shall not have occurred any Material Adverse Change.
(d)
CFO Certificate. On the Closing and/or the Option Closing Date, the Representative shall have received a written certificate executed
by the Chief Financial Officer of the Company, dated as of such date, on behalf of the Company, with respect to certain financial data
contained in the Registration Statement, Disclosure Package and the Prospectus, providing “management comfort” with respect
to such information, in form and substance reasonably satisfactory to the Representative.
(d)
Officers’ Certificate. On the Closing Date and/or the Option Closing Date, the Representative shall have received a written
certificate executed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated as of such date, to the effect
that the signers of such certificate have reviewed the Registration Statement, the Disclosure Package and the Prospectus and any amendment
or supplement thereto, each Issuer Free Writing Prospectus, if any, and this Agreement, to the effect that, to the knowledge of such
individual:
(i)
The representations and warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing Date or
Option Closing Date, if applicable, and the Company has complied with all the agreements and satisfied all the conditions on its part
to be performed or satisfied at or prior to such Closing Date and/or the Option Closing Date, as applicable;
(ii)
No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus has been issued and no proceedings
for that purpose have been instituted or are pending or, to the Company’s knowledge, threatened under the Securities Act; no order
having the effect of ceasing or suspending the distribution of the Offered Securities or any other securities of the Company has been
issued by any securities commission, securities regulatory authority or stock exchange in the United States and no proceedings for that
purpose have been instituted or are pending or, to the knowledge of the Company, contemplated by any securities commission, securities
regulatory authority or stock exchange in the United States; and
(iii)
Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been:
(a) any Material Adverse Change; (b) any transaction that is material to the Company and the Subsidiaries taken as a whole, except transactions
entered into in the ordinary course of business; (c) any obligation, direct or contingent, that is material to the Company and the Subsidiaries
taken as a whole, incurred by the Company or any Subsidiary, except obligations incurred in the ordinary course of business; (d) any
material change in the share capital (except changes thereto resulting from the exercise of outstanding options or warrants or conversion
of outstanding indebtedness into Ordinary Shares of the Company) or outstanding indebtedness of the Company or any Subsidiary (except
for the conversion of such indebtedness into Ordinary Shares); (e) any dividend or distribution of any kind declared, paid or made on
Ordinary Shares; or (f) any loss or damage (whether or not insured) to the property of the Company or any Subsidiary which has been sustained
or will have been sustained which has a Material Adverse Effect.
(e)
Secretary’s Certificate. On the Closing Date or Option Closing Date, if applicable, the Representative shall have received
a certificate of the Company signed by the Secretary of the Company, dated such Closing Date, certifying: (i) that the Company’s
memorandum and articles of association attached to such certificate is true and complete, has not been modified and is in full force
and effect; (ii) that each of the Subsidiaries’ articles of association, memorandum of association or charter documents attached
to such certificate is true and complete, has not been modified and is in full force and effect; (iii) that the resolutions of the Company’s
board of directors relating to the Offering attached to such certificate are in full force and effect and have not been modified; and
(iv) the good standing of the Company and each of the Subsidiaries (except in such jurisdictions where the concept of good standing is
not applicable). The documents referred to in such certificate shall be attached to such certificate.
(f)
Bring-down Comfort Letter. On the Closing Date or Option Closing Date, if applicable, the Representative shall have received from
the Accountant, a letter dated such date, in form and substance satisfactory to the Representative, to the effect that the Accountant
reaffirms the statements made in the letter furnished by it pursuant to subsection (a) of this Section 6, except that the
specified date referred to therein for the carrying out of procedures shall be no more than two Business Days prior to the Closing Date
and/or the Option Closing Date, as applicable.
(g)
Lock-Up Agreements from Certain Security Holders of the Company. On or prior to the date hereof, the Company shall have furnished
to the Representative an agreement substantially in the form of Exhibit A hereto from each of the Company’s officers,
directors, and certain security holders of five percent (5%) or more of the Company’s Ordinary Shares or securities convertible
into or exercisable for Ordinary Shares prior to the Offering listed on Schedule D hereto.
(h)
Exchange Listing. The Offered Securities to be delivered on the Closing Date and/or the Option Closing Date shall have been approved
for listing on the Nasdaq Capital Market, subject to official notice of issuance.
(i)
Company Counsel Opinions. On the Closing Date and/or the Option Closing Date, as applicable, the Representative shall have received:
(i)
the favorable opinion of Sichenzia Ross Ference Carmel LLP, counsel to the Company, addressed to the Representative, including a negative
assurance letter, dated as of such date, in form and substance reasonably satisfactory to the Representative;
(ii)
the favorable opinion of Ogier, British Virgin Islands legal counsel to the Company in form and substance reasonably satisfactory to
the Representative;
(iii)
the favorable opinion of KS Ng Law Office, Hong Kong legal counsel to the Company in form and substance reasonably satisfactory to the
Representative; and
(iv)
the opinion of Yuan Tai Law Offices, PRC legal counsel to the Company in customary form reasonably satisfactory to the Representative.
The
Underwriters shall rely on the opinions of Ogier, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, validity
of the Offered Securities and due authorization, execution, and delivery of the Agreement.
(j)
FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms
and arrangements.
(k)
Additional Documents. On or before the Closing Date and/or the Option Closing Date, as applicable, the Representative and counsel
for the Representative shall have received such information, documents and opinions as they may reasonably require for the purposes of
enabling them to pass upon the issuance and sale of the Offered Securities as contemplated herein, or in order to evidence the accuracy
of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained.
If
any condition specified in this Section 6 is not satisfied when and as required to be satisfied, this Agreement may
be terminated by the Representative by written notice to the Company at any time on or prior to the Closing Date and/or the Option Closing
Date, as applicable, which termination shall be without liability on the part of any party to any other party, except that Section
4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Representative)
and Section 8 shall at all times be effective and shall survive such termination.
SECTION
7. Effectiveness of this Agreement.
This
Agreement shall not become effective until the later of (i) the execution of this Agreement by the parties hereto and (ii) notification
(including by way of oral notification from the reviewer at the Commission) by the Commission to the Company of the effectiveness of
the Registration Statement under the Securities Act.
SECTION
8. Indemnification.
(a)
Indemnification by the Company. The Company shall indemnify and hold harmless the Underwriter, its respective affiliates and each
of its respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Underwriter Indemnified Parties,”
and each a “Underwriter Indemnified Party”) from and against any losses, claims, damages or liabilities (including
in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue
statement or alleged untrue statement of a material fact contained in 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
Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state
therein, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the
Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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, in the light of the circumstances under which they were made, not misleading, and shall reimburse such Underwriter
Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending
against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement
in, or omission from any preliminary prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto,
or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity
with the Underwriter Information. The indemnification obligations under this Section 8(a) are not exclusive and will
be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise
be available at law or in equity to each Underwriter Indemnified Party.
(b)
Indemnification by the Underwriters. The Underwriters shall indemnify and hold harmless the Company and the Company’s affiliates
and each of their respective directors, officers, employees, agents and each person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties”
and each a “Company Indemnified Party”) from and against any losses, claims, damages or liabilities (including in
settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out of (i) any
untrue statement of a material fact contained in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information”
filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus,
or in any amendment or supplement thereto, or (ii) the omission to state in any preliminary prospectus, any Issuer Free Writing Prospectus,
any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration
Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they were made, not misleading, but in each case only to the
extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriter Information and shall reimburse
the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend
or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation
or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 8(b), in no event shall
any indemnity by the Underwriters under this Section 8(b) exceed the total discounts received by the Underwriters in
connection with the Offering. The indemnification obligations under this Section 8(b) are not exclusive and will be
in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be
available at law or in equity to each Company Indemnified Party.
(c)
Procedure. Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement
of any action, the indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under this Section
8, notify such indemnifying party in writing of the commencement of that action; provided, however, that
the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 8 except
to the extent it has been materially adversely prejudiced by such failure; and, provided, further, that the failure
to notify an indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under
this Section 8. If any such action shall be brought against an indemnified party, and it shall notify the indemnifying party
thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly
notified indemnifying party, to assume the defense of such action with counsel reasonably satisfactory to the indemnified party (which
counsel shall not, except with the written consent of the indemnified party, be counsel to the indemnifying party). After notice from
the indemnifying party to the indemnified party of its election to assume the defense of such action, except as provided herein, the
indemnifying party shall not be liable to the indemnified party under Section 8(a) or Section 8(b), as applicable,
for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of such action other than
reasonable costs of investigation; provided, however, that any indemnified party shall have the right to employ
separate counsel in any such action and to participate in the defense of such action but the fees and expenses of such separate counsel
(other than reasonable costs of investigation) shall be at the expense of such indemnified party unless (i) the employment thereof has
been specifically authorized in writing by the Company in the case of a claim for indemnification under Section 8(a), (ii)
such indemnified party shall have been advised by its counsel that there may be one or more legal defenses available to it which are
different from or additional to those available to the indemnifying party, or (iii) the indemnifying party has failed to assume the defense
of such action and employ counsel reasonably satisfactory to the indemnified party within a reasonable period of time after notice of
the commencement of the action or the indemnifying party does not diligently defend the action after assumption of the defense, in which
case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of
the indemnifying party, the indemnifying party shall not have the right to assume the defense of (or, in the case of a failure to diligently
defend the action after assumption of the defense, to continue to defend) such action on behalf of such indemnified party and the indemnifying
party shall be responsible for reasonable legal or other expenses subsequently incurred by such indemnified party in connection with
the defense of such action; provided, however, that the indemnifying party shall not, in connection with
any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time
for any such indemnified party (in addition to any local counsel), which firm shall be designated in writing by the Underwriters if the
indemnified party under this Section 8 is an Underwriter Indemnified Party or by the Company if an indemnified party
under this Section 8 is a Company Indemnified Party. Subject to this Section 8(c), the amount payable by
an indemnifying party under Section 8 shall include, but not be limited to, (x) reasonable legal fees and expenses of
counsel to the indemnified party and any other expenses in investigating, or preparing to defend or defending against, or appearing as
a third party witness in respect of, or otherwise incurred in connection with, any action, investigation, proceeding or claim, and (y)
all amounts paid in settlement of any of the foregoing. No indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of judgment with respect to any pending or threatened action or any claim whatsoever,
in respect of which indemnification or contribution could be sought under this Section 8 (whether or not the indemnified
parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release
of each indemnified party in form and substance reasonably satisfactory to such indemnified party from all liability arising out of such
action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf
of any indemnified party. Subject to the provisions of the following sentence, no indemnifying party shall be liable for settlement of
any pending or threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably
withheld or delayed), but if settled with its written consent, if its consent has been unreasonably withheld or delayed or if there be
a judgment for the plaintiff in any such matter, the indemnifying party agrees to indemnify and hold harmless any indemnified party from
and against any loss or liability by reason of such settlement or judgment. In addition, if at any time an indemnified party shall have
requested that an indemnifying party reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees
that it shall be liable for any settlement of the nature contemplated herein effected without its written consent if (i) such settlement
is entered into more than ninety (90) days after receipt by such indemnifying party of the request for reimbursement, (ii) such indemnifying
party shall have received notice of the terms of such settlement at least sixty (60) days prior to such settlement being entered into
and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date
of such settlement.
(d)
Contribution. If the indemnification provided for in this Section 8 is unavailable or insufficient to hold harmless
an indemnified party under Section 8(a) or Section 8(b), then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid, payable or otherwise incurred by such indemnified party as a result
of such loss, claim, damage, expense or liability (or any action, investigation or proceeding in respect thereof), as incurred, (i) in
such proportion as shall be appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified
party on the other hand from the Offering, or (ii) if the allocation provided by clause (i) of this Section 8(d) is
not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause
(i) of this Section 8(d) but also the relative fault of the indemnifying party on the one hand and the indemnified party
on the other with respect to the statements, omissions, acts or failures to act which resulted in such loss, claim, damage, expense or
liability (or any action, investigation or proceeding in respect thereof) as well as any other relevant equitable considerations as determined
in a final judgment by a court of competent jurisdiction. The relative benefits received by the Company on the one hand and the Underwriters
on the other with respect to the Offering shall be deemed to be in the same proportion as the total proceeds from the Offering purchased
by investors as contemplated by this Agreement (before deducting expenses) received by the Company bear to the total underwriting discounts
received by the Underwriters in connection with the Offering, in each case as set forth in the table on the cover page of the Prospectus.
The relative fault of the Company on the one hand and the Underwriters on the other 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 on the one hand or the Underwriters on the other, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent such untrue statement, omission, act or failure to act;
provided that the parties hereto agree that the written information furnished to the Company by the Underwriters for use in any preliminary
prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto, consists solely of the Underwriter
Information. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section
8(d) be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable
considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage, expense,
liability, action, investigation or proceeding referred to above in this Section 8(d) shall be deemed to include, for
purposes of this Section 8(d), any legal or other expenses reasonably incurred by such indemnified party in connection with
investigating, preparing to defend or defending against or appearing as a third party witness in respect of, or otherwise incurred in
connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding. Notwithstanding the provisions
of this Section 8(d), the Underwriters shall not be required to contribute any amount in excess of the total discounts received
in cash by the Underwriters in connection with the Offering less the amount of any damages that the Underwriters have otherwise paid
or become liable to pay by reason of any untrue or alleged untrue statement, omission or alleged omission, act or alleged act or failure
to act or alleged failure to act. No person, guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
SECTION
9. Termination of this Agreement.
Prior
to the Closing Date and/or the Option Closing Date, as applicable, whether before or after notification by the Commission to the Company
of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters by
written notice given to the Company if at any time (i) trading or quotation in the Company’s Ordinary Shares shall have been suspended
or limited by the Commission or by Nasdaq; (ii) a general banking moratorium shall have been declared by any U.S. federal authorities;
or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or
any change in the United States or international financial markets, or any substantial change or development involving a prospective
substantial change in United States’ or international political, financial or economic conditions that, in the reasonable judgment
of the Underwriters, is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms
described in the Prospectus or to enforce contracts for the sale of the Offered Securities; or (iv) regulatory approval (including but
not limited to Nasdaq approval) for the Offering is denied, conditioned or modified and as a result it makes it impracticable for the
Underwriters to proceed with the offering, sale and/or delivery of the Offered Securities or to enforce contracts for the sale of the
Offered Securities. Except as otherwise stated in this section, the Agreement may not be terminated by the Company prior to the Closing
Date, other than for Cause. Any termination pursuant to this Section 9 shall be without liability on the part of (a)
the Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, obligated to reimburse
the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees
and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection
herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however,
that all such expenses shall not exceed $200,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to
any other party, except that the provisions of Section 4 (with respect to the reimbursement of out-of-pocket accountable,
bona fide expenses actually incurred by the Underwriters) and Section 8 shall at all times be effective and shall survive
such termination. In the event that the Company believes that the Representative has engaged conduct constituting Cause, it must first
notify Representative in writing of the facts and circumstances supporting such an assertion(s) and allow Representative twenty (20)
days to cure such alleged conduct.
SECTION
10. No Advisory or Fiduciary Responsibility.
The
Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the Offering. 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, 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 no Underwriter has 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 Offered 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.
SECTION
11. Underwriter Default.
(a)
If any Underwriter or Underwriters shall default in its or their obligation to purchase the Firm Shares, and if the Firm Shares with
respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any,
made by the Representative pursuant to subsection (b) below) exceed in the aggregate ten percent (10%) of the number of Firm Shares,
each non-defaulting Underwriter, acting severally and not jointly, agrees to subscribe for and purchase from the Company that number
of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of
Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm
Shares set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional
shares as the Representative in its sole discretion shall make.
(b)
In the event that the aggregate number of Default Securities exceeds ten percent (10%) of the number of Firm Shares, the Representative
may in its discretion arrange for itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who
so agree) to subscribe for and purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar
days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section
11, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case
as provided in Sections 4, 8, 9, 11 and 12) or the Underwriters, but
nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of their liability, if any, to the other Underwriters
and the Company for damages related to its or their default hereunder.
(c)
In the event that any Default Securities are to be subscribed for and purchased by the non-defaulting Underwriters, or are to be purchased
by another party or parties as aforesaid, the Representative or the Company shall have the right to postpone the Closing Date for a period,
not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the
Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration
Statement or the Prospectus which, in the reasonable opinion of Underwriters’ counsel, may be necessary or advisable. The term
“Underwriter” as used in this Agreement shall include any party substituted under this Section 11 with like
effect as if it had originally been a party to this Agreement with respect to such Default Securities.
SECTION
12. Representations and Indemnities to Survive Delivery; Third Party Beneficiaries.
The
respective indemnities, agreements, representations, warranties and other statements of the Company, of its officers, and of the Underwriters
set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf
of the Underwriters or the Company or any of its or their partners, officers or directors or any controlling person, as the case may
be, and will survive delivery of and payment for the Offered Securities sold hereunder and any termination of this Agreement.
SECTION
13. Notices.
All
communications hereunder shall be in writing and shall be mailed, hand delivered, emailed or telecopied and confirmed to the parties
hereto as follows:
If
to the Underwriter(s):
Craft
Capital Management LLC
377
Oak Street, Lower Concourse
Garden
City, New York 11530
Attn:
Mr. Stephen Kiront, Chief Operating Officer
Email:
With
a copy (which shall not constitute notice) to:
Hunter
Taubman Fischer & Li LLC
950
Third Avenue, 19th Floor
New
York, NY 10022
Attn:
Ying Li, Esq.; Guillaume de Sampigny, Esq.
Email:
If
to the Company:
New
Century Logistics (BVI) Limited
Office
A-E, 33/F, King Palace Plaza,
55
King Yip Street, Kwun Tong,
Kowloon,
Hong Kong
Email:
Phone
No.: +852-2148-6328
With
a copy (which shall not constitute notice) to:
Sichenzia
Ross Ference Carmel LLP
1185
Avenue of the America’s, 31st Floor
New
York, NY 10036
Attn:
Huan Lou, Esq.
Email:
Phone
No
Any
party hereto may change the address for receipt of communications by giving written notice to the others.
SECTION
14. Successors.
This
Agreement will inure to the benefit of and be binding upon the parties hereto and to the benefit of the employees, officers and directors
and controlling persons referred to in Section 8, and in each case their respective successors, and no other person will
have any right or obligation hereunder. The term “successors” shall not include any purchaser of the Offered Securities as
such merely by reason of such purchase.
SECTION
15. Partial Unenforceability.
The
invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability
of any other Section, paragraph, or provision hereof. If any Section, paragraph, or provision of this Agreement is for any reason determined
to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to
make it valid and enforceable.
SECTION
16. Governing Law; Submission to Jurisdiction; Trial by Jury.
This
Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving
effect to the choice of law or conflict of laws principles thereof.
Any
action, proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced in the
New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York (each, a “New
York Court”), and each party hereto irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party
hereto hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or
summons to be served upon any party hereto may be served by transmitting a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in Section 13 hereof. Such mailing shall be deemed
personal service and shall be legal and binding upon any party hereto in any action, proceeding or claim. The Company and the Underwriters
agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all its reasonable attorneys’
fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor as determined in
a final judgment by a court of competent jurisdiction. The Company and the Underwriters hereby irrevocably waive, to the fullest extent
permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement
or the transactions contemplated hereby.
SECTION
17. Enforceability of Judgment.
The
Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court
having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement
or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of
the underlying dispute by the courts of the British Virgin Islands or Hong Kong, or the cause of action in respect of which the original
judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the courts
of the British Virgin Islands or the courts of Hong Kong, provided that (i) with respect to courts of the British Virgin
Islands (a) such New York Court had proper jurisdiction over the parties subject to such judgment and the Company submitted to such jurisdiction;
(b) the judgment given by the foreign court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of
the Company; (c) in obtaining judgment there was no fraud on the part of the person in whose favour judgment was given, or on the part
of the foreign court; (d) recognition or enforcement of the judgment in the British Virgin Islands would not be contrary to public policy;
(e) the proceedings pursuant to which judgment was obtained were not contrary to natural justice; and (f) the judgment given by the foreign
court is not the subject of an appeal; (ii) with respect to the courts of Hong Kong, subject to the judicial discretion under common
law, (a) an separate legal action was brought at common law in a Hong Kong court to enforce such judgment; (b) such judgment was a final
judgment conclusive upon the merits of the claim; (c) such judgement was for a liquidated amount in a civil matter and not in respect
of taxes, fines, penalties, or similar charges; (d) such judgement was not obtained by fraud; (e) the proceedings in which such judgment
was obtained were not opposed to natural justice; (f) the enforcement or recognition of such judgment would not be contrary to the public
policy of Hong Kong; (g) the court of the United States was jurisdictionally competent; and (h) such judgment was not in conflict with
a prior Hong Kong judgment. The Company is not aware of any reason why the enforcement in the British Virgin Islands or Hong Kong of
such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the British Virgin
Islands or Hong Kong.
SECTION
18. General Provisions.
This
Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous
oral agreements, understandings, and negotiations with respect to the Offering. This Agreement may be executed in two or more counterparts,
each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This
Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied)
may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the
convenience of the parties only and shall not affect the construction or interpretation of this Agreement.
Each
of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations
regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8,
and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section
8 hereto fairly allocate the risks in the light of the ability of the parties to investigate the Company, its affairs and its
business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the
Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act.
The
respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters
set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation,
or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any
person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company,
(ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement.
[Signature
Page Follows]
If
the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof,
whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.
| |
Very
truly yours, |
| |
|
| |
NEW
CENTURY LOGISTICS (BVI) LIMITED |
| |
|
|
| |
By: |
/s/
Ching Shun Ngan |
| |
Name: |
Ching
Shun Ngan |
| |
Title: |
Chief
Executive Officer and Chairman |
The
foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
| For itself and on behalf of the several Underwriters listed on Schedule A hereto |
| |
|
|
| CRAFT
CAPITAL MANAGEMENT LLC |
|
| |
|
|
| By: |
/s/
Mr. Stephen Kiront |
|
| Name: |
Mr.
Stephen Kiront |
|
| Title: |
Chief
Operating Officer |
|
SCHEDULE
A
| Underwriter |
|
Number
of
Firm
Shares |
| Craft
Capital Management LLC |
|
600,000 |
| R.F.
Lafferty & Co., Inc. |
|
900,000 |
| |
|
|
| Total |
|
1,500,000 |
SCHEDULE
B
Issuer
Free Writing Prospectus(es)
None.
SCHEDULE
C
Pricing
Information
Number
of Firm Shares: 1,500,000
Number
of Additional Shares: 225,000
Public
Offering Price per one Share: $4.00
Underwriting
Discount per one Share: 7.5% per one Share (or $0.30 per share)
Non-accountable
expense allowance per one Share: 1% per share (or $0.04 per share)
Proceeds
to Company per one Share (before expenses): $3.70
SCHEDULE
D
Lock-Up
Parties
Name
| Locked-up
Parties |
|
Ordinary
Shares
Beneficially
Owned |
|
Lock
Up Period |
| Ching
Shun Ng |
|
8,400,000 |
|
6
months |
| Yi
To (Peter) Ng |
|
— |
|
6
months |
| Cheuk
Ho Chan |
|
— |
|
6
months |
| Kwong
Sang Liu |
|
— |
|
6
months |
| Jay
S.L. Ma |
|
— |
|
6
months |
| Kwok
Wan Lee |
|
— |
|
6
months |
| Wai
Kin Chan |
|
1,000,000 |
|
6
months |
| Chi
Keung Yip |
|
2,000,000 |
|
6
months |
| Asia
International Securities Exchange Co., Ltd. |
|
3,300,000 |
|
6
months |
| Yuk
Hung Sin |
|
3,450,000 |
|
6
months |
SCHEDULE
E
Subsidiaries
of the Registrant
| Subsidiaries |
|
Place
of
Incorporation |
| |
|
|
| New
Century Logistics Company Limited |
|
Hong
Kong |
| |
|
|
| GLF
Cargo Services Limited |
|
Hong
Kong |
| |
|
|
| Win-Tec
Transportation Company Limited |
|
Hong
Kong |
SCHEDULE
F
Written
Testing the Waters Communications
None.
EXHIBIT
A
Form
of Lock-Up Agreement
[●],
2024
Craft
Capital Management LLC
377
Oak Street, Lower Concourse
Garden
City, New York 11530
Ladies
and Gentlemen:
The
undersigned understands that Craft Capital Management LLC, the representative (the “Representative”) of the underwriters
(the “Underwriters”), propose to enter into an underwriting agreement (the “Underwriting Agreement”)
with New Century Logistics (BVI) Limited, a British Virgin Islands company (the “Company”), in connection to the initial
public offering (the “Offering”) of the Company’s ordinary shares, of no par value per share (the “Shares”).
To
induce the Underwriters to continue its efforts in connection with the Offering, the undersigned hereby agrees that, without the prior
written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending six (6) months
from the effective date of post-effective amendment No.2 to the registration statement associated with the Offering (the “Lock-Up
Period”), (1) 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
or any securities convertible into or exercisable or exchangeable for the Shares (collectively, the “Lock-Up Securities”);
(2) enter into any swap or other arrangement 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) or (2) above is to be settled by delivery of the Lock-Up
Securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to the Shares or other securities
acquired in open market transactions after the completion of the Offering, or (b) transfers of the Lock-Up Securities as a bona
fide gift, by will or intestacy or to a family member or trust for the benefit of a family member (for purposes of this lock-up
agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); provided that
in the case of any transfer or distribution pursuant to clause (b), each donee or distributee shall sign and deliver a lock-up letter
substantially in the form of this lock-up agreement; (c) transfers of Lock-Up Securities to a charity or educational institution; (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 shareholder, partner or member of, or owner of similar equity interests in, the undersigned,
as the case may be; (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; 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,
(iii) no filing under Section 13 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) or other
filing or public announcement shall be required or shall be voluntarily made, (f) the receipt by the undersigned from the Company of
ordinary shares upon the vesting of restricted share awards or share units or upon the exercise of options to purchase the Company’s
ordinary shares issued under an equity incentive plan of the Company or an employment arrangement described in the Pricing Prospectus
(as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer of ordinary shares or any securities
convertible into ordinary shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options
to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover
tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during the
Lock-up Period, provided that no filing under Section 13 of the Exchange Act or other public announcement shall be required
or shall be voluntarily made within 90 days after the date of the Underwriting Agreement, and after such 90th day, if the undersigned
is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of ordinary
shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report to the effect that the purpose
of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided, further,
that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the establishment of a trading plan pursuant to Rule
10b5-1 under the Exchange Act for the transfer of Lock-Up Securities, provided that (i) such plan does not provide for
the transfer of Lock-Up Securities during the Lock-Up Period and (ii) no public announcement or filing under the Exchange Act will be
voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan; and (h) the transfer of
Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement,
provided that the transferee agrees to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the
balance of the Lock-Up Period, and provided further, that any filing under Section 13 of the Exchange Act that is required to be made
during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law
(collectively, “Permitted Transfers”). In addition, the undersigned agrees that, without the prior written consent
of the Representative, it will not, during the Lock-Up Period, make any 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. The undersigned also agrees and consents to
the entry of stop transfer instructions with the Company’s transfer agent against the transfer of the undersigned’s Lock-Up
Securities except in compliance with the foregoing restrictions.
No
provision in this lock-up agreement shall be deemed to restrict or prohibit (i) the adoption of an equity incentive plan and the grant
of awards or equity pursuant to any equity incentive plan, and the filing of a registration statement on Form S-8; provided, however,
that any sales by parties to this lock-up agreement shall be subject to this lock-up agreement, (ii) the issuance of ordinary shares
in connection with the exercise of outstanding warrants of the Company; provided that this lock-up agreement shall apply
to any of the undersigned’s shares issued upon such exercise, or (iii) the issuance of securities in connection with an acquisition
or a strategic relationship which may include the sale or equity securities; provided, that none of such shares shall be
saleable in the public market until the expiration of the 6-month period described above.
If
the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally
applicable to any securities that the undersigned may purchase in the Offering; and (ii) the Representative agrees that, 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 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 the same terms described
in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer.
The
undersigned understands that the Company and the Representative are relying upon this lock- up agreement in proceeding toward consummation
of the Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s
heirs, legal representative, successors and assigns.
The
undersigned understands that, if (i) the Underwriting Agreement is not executed by [●], 2024, or (ii) the Company notifies the
Representative in writing that it does not intend to proceed with the Offering, or (iii) 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,
the undersigned shall be released from all obligations under this lock-up agreement.
Whether
or not the Offering actually occurs depends on a number of factors, including market conditions. Any Offering will only be made pursuant
to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters. The undersigned
acknowledges that no assurances are given by the Company or the Underwriters that any Offering will be consummated. This lock-up agreement
shall be governed by, and construed in accordance with, the internal laws of the State of New York.
[Signature
Page Follows]
| |
Very
truly yours, |
| |
|
| |
|
| |
|
| |
|
| |
(Signature) |
| |
|
|
| |
Address: |
|
| |
|
|
| |
|
|
| |
|
|
| |
Email: |
|
| |
|
|
| |
Date: |
|
EXHIBIT
B
Form
of Warrant
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS BEGINNING ON THE DATE
OF COMMENCEMENT OF SALES OF THE OFFERING PURSUANT TO THE REGISTRATION STATEMENT OF THE COMPANY (FILE NO. 333-274115) AND MAY NOT BE (A)
SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED TO ANYONE OTHER THAN CRAFT CAPITAL MANAGEMENT LLC OR R.F. LAFFERTY & CO, INC
OR BONA FIDE OFFICERS OR PARTNERS OF CRAFT CAPITAL MANAGEMENT LLC OR R.F. LAFFERTY & CO, INC, OR (B) CAUSED TO BE THE SUBJECT OF
ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS SECURITIES
HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2).
THIS
PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO JUNE 20, 2025. VOID AFTER 5:00 P.M., EASTERN TIME, JUNE 20, 2029.
UNDERWRITER’S
WARRANT
FOR
THE PURCHASE OF 15,000 ORDINARY SHARES
OF
NEW
CENTURY LOGISTICS (BVI) LIMITED
1.
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between New Century Logistics (BVI)
Limited, a British Virgin Islands company (the “Company”) and Craft Capital Management LLC (the “Craft”),
dated December 17, 2024 (the “Underwriting Agreement”), R.F. Lafferty & Co., Inc (the “Holder”), as
the registered owner of this Purchase Warrant, is entitled, at any time or from time to time from June 20, 2025 (the “Exercise
Date”), and at or before 5:00 p.m., Eastern Time, on June 20, 2029, (the “Expiration Date”), but not thereafter,
to subscribe for, purchase and receive, in whole or in part, up to 15,000 ordinary shares of the Company, of no par value per share (the
“Ordinary Shares”, and the “Shares). If the Expiration Date is a day on which banking institutions are
authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance
with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate
this Purchase Warrant. This Purchase Warrant is initially exercisable at $5 per Ordinary Share (which is equal to one hundred and twenty-five
percent (125%) of the public offering price of the Ordinary Shares sold in the Offering); provided, however, that upon
the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including
the exercise price per Ordinary Share and the number of Ordinary Shares to be received upon such exercise, shall be adjusted as therein
specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise
price as a result of the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein shall
have the meaning ascribed to them in the Underwriting Agreement.
2.
Exercise.
2.1
Exercise Form. In order to exercise this Purchase Warrant, the exercise form attached hereto as Exhibit A must
be duly executed and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for
the Ordinary Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company
or by certified check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern Time, on
the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby
shall cease and expire.
2.2
Cashless Exercise. At any time after the Exercise Date and until the Expiration Date, Holder may elect to receive the number of
Ordinary Shares equal to the value of this Purchase Warrant (or the portion thereof being exercised), by surrender of this Purchase Warrant
to the Company, together with the exercise form attached hereto, in which event the Company shall issue to Holder, Shares in accordance
with the following formula:
| Where, |
X |
= |
The number of Ordinary Shares
to be issued to Holder; |
| |
Y |
= |
The number of Ordinary Shares
for which the Purchase Warrant is being exercised; |
| |
A |
= |
The fair market value of
one Ordinary Share; and |
| |
B |
= |
The Exercise Price. |
For
purposes of this Section 2.2, the “fair market value” of one Ordinary Share is defined as follows:
| (i) | if
the Ordinary Shares are traded on a national securities exchange, the value shall be deemed
to be the closing price on such exchange for the five (5) consecutive trading days ending
on the day immediately prior to the exercise form being submitted in connection with the
exercise of the Purchase Warrant; or |
| | | |
| (ii) | if
the Ordinary Shares are actively traded over-the-counter, the value shall be deemed to be
the weighted average price of the Ordinary Shares for the five (5) consecutive trading days
ending on the trading day immediately prior to the exercise form being submitted in connection
with the exercise of the Purchase Warrant; or |
| | | |
| (iii) | if
there is no market for the Ordinary Shares, the value shall be the fair market value thereof,
as determined in good faith by the Company’s Board of Directors. |
2.3
Legend. Each certificate for the securities purchased under this Purchase Warrant shall bear the following legends unless the
applicable lock-up period is expired (with respect to the first legend):
(i)
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS BEGINNING
ON THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING PURSUANT TO THE REGISTRATION STATEMENT OF THE COMPANY(FILE NO. 333-274115) AND MAY
NOT BE (A) SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED TO ANYONE OTHER THAN CRAFT CAPITAL MANAGEMENT LLC OR R.F. LAFFERTY &
CO, INC, OR BONA FIDE OFFICERS OR PARTNERS OF CRAFT CAPITAL MANAGEMENT LLC OR R.F. LAFFERTY & CO, INC, OR (B) CAUSED TO BE THE SUBJECT
OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS SECURITIES
HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2).”
(ii)
Any legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by a certificate,
instrument, or book entry so legended.
3.
Transfer.
3.1
General Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, for a period
of one hundred eighty (180) days from the date of commencement of sales of the public offering (the “Effective Date”),
that such Holder will not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant to anyone other than: (i) the Underwriter
or a selected dealer participating in the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such selected
dealer, in each case in accordance with FINRA Rule 5110(e)(1), or (b) cause this Purchase Warrant or the securities issuable hereunder
to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition
of this Purchase Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(e)(2). On and after that date that is
one hundred eighty (180) days after the commencement of sales of the offering, transfers to others may be made subject to compliance
with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company
the assignment form attached hereto as Exhibit B duly executed and completed, together with this Purchase Warrant and
payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five (5) Business Days transfer this
Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants of like tenor
to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Ordinary Shares purchasable hereunder
or such portion of such number as shall be contemplated by any such assignment.
3.2
Restrictions Imposed by the Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until:
(i) the Company has received the opinion of counsel for the Company that the securities may be transferred pursuant to an exemption from
registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction
of the Company, (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale
of such securities that has been declared effective by the U.S. Securities and Exchange Commission (the “Commission”)
and includes a current prospectus or (iii) a registration statement, relating to the offer and sale of such securities has been filed
and declared effective by the Commission and compliance with applicable state securities law has been established.
4.
Registration Rights.
4.1
Demand Registration.
4.1.1
Grant of Right. Unless all of the Registrable Securities (as defined below) are included in an effective registration statement
with a current prospectus or a qualified offering statement with a current registration statement, the Company, upon written demand (a
“Demand Notice”) of the Holder(s) of at least fifty-one percent (51%) of the Ordinary Shares (“Majority Holders”),
agrees to register, on one occasion (a “Demand Registration”), all or any portion of the Ordinary Shares underlying
this Purchase Warrant that are permitted to be registered under the Act (collectively, the “Registrable Securities”).
On such occasion, the Company will file a registration statement with the Commission (a “Demand Registration Statement”)
covering the Registrable Securities within sixty (60) days after receipt of a Demand Notice and use its best efforts to have the registration
statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company
shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder
is entitled to piggyback pursuant to Section 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered
by such registration statement; or (ii) if such registration statement relates to an underwritten primary offering of securities of the
Company, until the offering covered by such registration statement has been withdrawn or until thirty days after such offering is consummated.
The demand for registration may be made at any time during a period of five years beginning on the date of commencement of sales of the
Offering.
4.1.2
Terms. In connection with the Demand Registration, the Company shall bear all fees and expenses attendant to the Demand Registration
Statement pursuant to Section 4.1.1, but the Holder(s) shall pay any and all underwriting discounts and commissions and the expenses
of any legal counsel selected by the Holder(s) to represent the Holder(s) in connection with the sale of the Registrable Securities.
The Company agrees to use its best efforts to cause the filing of a Demand Registration Statement required herein to become effective
promptly and to qualify or register the Registrable Securities in such states as are reasonably requested by the Holder(s); provided,
however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration
would cause: (i) the Company to be obligated to register or license to do business in such State or submit to general service of process
in such State, or (ii) the principal shareholders of the Company to be obligated to escrow their Ordinary Shares of the Company. The
Company shall cause any registration statement filed pursuant to the demand right granted under Section 4.1.1 to remain effective
for a period of at least 12 consecutive months after the date that the Holders of the Registrable Securities covered by such registration
statement are first given the opportunity to sell all of such securities. The Holder(s) shall only use the prospectuses provided by the
Company to sell the shares covered by such registration statement, and will immediately cease to use any prospectus furnished by the
Company if the Company advises the Holder(s) that such prospectus may no longer be used due to a material misstatement or omission. Notwithstanding
the provisions of this Section 4.1.2, the Holder(s) shall be entitled to a Demand Registration Statement under this Section
4.1.2 on one occasion and such demand registration right shall terminate five years from the commencement of sales of the Offering
in accordance with FINRA Rule 5110(g)(8)(C).
4.2
“Piggy-Back” Registration.
4.2.1
Grant of Right. Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus
or a qualified offering statement with a current offering circular, the Holder shall have the right, for a period of seven years from
the commencement of sales of the Offering, to include the remaining Registrable Securities as part of any other registration of securities
filed by the Company (other than in connection with a transaction contemplated by Rule 145 promulgated under the Act or pursuant to Form
F-3 or any equivalent form).
4.2.2
Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section
4.2.1 hereof, including the expenses of any legal counsel selected by the Holder(s) to represent them in connection with the sale
of the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding
Registrable Securities with not less than 30 days written notice prior to the proposed date of filing of such registration statement.
Such notice to the Holder(s) shall continue to be given for each registration statement filed by the Company until such time as all of
the Registrable Securities have been registered under an effective registration statement. The holders of the Registrable Securities
shall exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the
Company’s notice of its intention to file a registration statement. Except as otherwise provided in this Purchase Warrant, there
shall be no limit on the number of times the Holder may request registration under this Section 4.2.2. Notwithstanding the provisions
of this Section 4.2.2, such piggyback registration rights shall terminate on the seventh anniversary of the commencement of sales
of the Offering in accordance with FINRA Rule 5110(g)(8)(D).
5.
New Purchase Warrants to be Issued.
5.1
Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or
assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant
for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer
tax if exercised pursuant to Section 2.1 hereof, the Company shall cause to be delivered to the Holder without charge a new Purchase
Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of
Ordinary Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.
5.2
Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver
a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft,
mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.
6.
Adjustments.
6.1
Adjustments to Exercise Price and Number of Ordinary Shares. The Exercise Price and the number of Ordinary Shares underlying this
Purchase Warrant shall be subject to adjustment from time to time as hereinafter set forth:
6.1.1
Share Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the
number of outstanding Ordinary Shares is increased by a stock dividend payable in Ordinary Shares or by a split up of Ordinary Shares
or other similar event, then, on the effective day thereof, the number of Ordinary Shares purchasable hereunder shall be increased in
proportion to such increase in outstanding Ordinary Shares, and the Exercise Price shall be proportionately decreased.
6.1.2
Aggregation of Ordinary Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below,
the number of outstanding Ordinary Shares is decreased by a consolidation, combination or reclassification of Ordinary Shares or other
similar event, then, on the effective date thereof, the number of Ordinary Shares purchasable hereunder shall be decreased in proportion
to such decrease in outstanding shares, and the Exercise Price shall be proportionately increased.
6.1.3
Replacement of Ordinary Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
Ordinary Shares other than a change covered by Section 6.1.1 or Section 6.1.2 hereof or that solely
affects the par value of such Ordinary Shares, or in the case of any share reconstruction or amalgamation or consolidation of the Company
with or into another corporation (other than a consolidation or share reconstruction or amalgamation in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of
any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety
in connection with which the Company is dissolved, the Holder of this Purchase Warrant shall have the right thereafter (until the expiration
of the right of exercise of this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable
hereunder immediately prior to such event, the kind and amount of ordinary shares or other securities or property (including cash) receivable
upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation, or upon a dissolution following any
such sale or transfer, by a Holder of the number of Ordinary Shares of the Company obtainable upon exercise of this Purchase Warrant
immediately prior to such event; and if any reclassification also results in a change in Ordinary Shares covered by Section 6.1.1 or Section
6.1.2, then such adjustment shall be made pursuant to Section 6.1.1, Section 6.1.2 and this Section
6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations,
share reconstructions or amalgamations, or consolidations, sales or other transfers.
6.1.4
Fundamental Transaction. If, at any time while this Purchase Warrant is outstanding, the Company enters into the following
transactions with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding Ordinary
Shares (not including any Ordinary Shares held by the other Person or other Persons making or party to, or associated or affiliated with,
the other Persons making or party to such stock or share purchase agreement or other business combination): (i) the Company, directly
or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii)
the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or
substantially all of its assets in one or a series of related transactions, (iii) any direct or indirect purchase offer, tender offer
or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares are permitted
to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of
the outstanding Ordinary Shares, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,
reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares is effectively
converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related
transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spinoff or scheme of arrangement) with another Person or group of Persons (each a “Fundamental Transaction”),
then, upon any subsequent exercise of this Purchase Warrant, the Holder shall have the right to receive, for each Purchase Warrant Share
that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of Ordinary
Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional or alternative
consideration (the “Alternative Consideration”) receivable as a result of such Fundamental Transaction by a holder
of the number of Ordinary Shares for which this Purchase Warrant is exercisable immediately prior to such Fundamental Transaction. For
purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternative Consideration
based on the amount of Alternative Consideration issuable in respect of one Ordinary Share in such Fundamental Transaction, and the Company
shall apportion the Exercise Price among the Alternative Consideration in a reasonable manner reflecting the relative value of any different
components of the Alternative Consideration. If holders of Ordinary Shares are given any choice as to the securities, cash or property
to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternative Consideration it receives
upon any exercise of this Purchase Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a
Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all
of the obligations of the Company under this Purchase Warrant, and to deliver to the Holder in exchange for this Purchase Warrant a security
of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Purchase Warrant which
is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the
Ordinary Shares acquirable and receivable upon exercise of this Purchase Warrant prior to such Fundamental Transaction, and with an exercise
price which applies the Exercise Price hereunder to such shares of capital stock (but taking into account the relative value of the Ordinary
Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock
and such exercise price being for the purpose of protecting the economic value of this Purchase Warrant immediately prior to the consummation
of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and
be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Purchase Warrant referring
to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of, the Company and
shall assume all of the obligations of the Company, under this Purchase Warrant with the same effect as if such Successor Entity had
been named as the Company herein.
6.1.5
Changes in Form of Purchase Warrant. This Purchase Warrant need not be changed because of any change pursuant to this Section
6.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Ordinary Shares as are
stated in the Purchase Warrants initially issued pursuant to this Purchase Warrants. The acceptance by any Holder of the issuance of
new Purchase Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after
the date hereof or the computation thereof.
6.2
Substitute Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the
Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in
any reclassification or change of the outstanding Ordinary Shares), the corporation formed by such consolidation or share reconstruction
or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant
then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive,
upon exercise of such Purchase Warrant, the kind and amount of Ordinary Shares and other securities and property receivable upon such
consolidation or share reconstruction or amalgamation, by a holder of the number of Ordinary Shares of the Company for which such Purchase
Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such
supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section
6. The above provision of this Section 6 shall similarly apply to successive consolidations or share reconstructions
or amalgamations.
6.3
Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Ordinary
Shares upon the exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests,
it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case
may be, to the nearest whole number of Ordinary Shares or other securities, properties or rights.
7.
Reservation and Listing. The Company shall at all times reserve and keep available out of its authorized Ordinary Shares, solely
for the purpose of issuance upon exercise of this Purchase Warrant, such number of Ordinary Shares or other securities, properties or
rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of this Purchase Warrant
and payment of the Exercise Price therefor, in accordance with the terms hereby, all Ordinary Shares and other securities issuable upon
such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder.
The Company further covenants and agrees that upon exercise of this Purchase Warrant and payment of the exercise price therefor, all
Ordinary Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and
not subject to preemptive rights of any shareholder. As long as this Purchase Warrant shall be outstanding, the Company shall use its
commercially reasonable efforts to cause all Ordinary Shares issuable upon exercise of this Purchase Warrant to be listed (subject to
official notice of issuance) on all national securities exchanges (or, if applicable, on the OTCQB Market or any successor quotation
system) on which the Ordinary Shares issued to the public in the Offering may then be listed and/or quoted (if at all).
8.
Certain Notice Requirements.
8.1
Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or
consent or to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as
a shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the
events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice
of such event at least ten days prior to the date fixed as a record date or the date of closing the transfer books (the “Notice
Date”) for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities
or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify
such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall
deliver to each Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that
such notice is given to the shareholders.
8.2
Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one
or more of the following events: (i) if the Company shall take a record of the holders of its Ordinary Shares for the purpose of entitling
them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than
out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii)
the Company shall offer to all the holders of its Ordinary Shares any additional shares of capital stock of the Company or securities
convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or
(iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction
or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.
8.3
Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant
to Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price
Notice shall describe the event causing the change and the method of calculating same and shall be certified as being true and accurate
by the Company’s Chief Financial Officer.
8.4
Transmittal of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing
and shall be deemed to have been duly made if made in accordance with the notice provisions of the Underwriting Agreement to the addresses
and contact information set forth below:
If
to the Holder, then to:
R.
F. Lafferty & Co., Inc.
40
Wall Street, 29t Floor,
New
York, NY 10005
212.293.9015
www.RFLafferty.com
Attn:
Mr.John Heidenreich, CFA
Email:
With
a copy to:
Hunter
Taubman Fischer & Li LLC
950
Third Avenue, 19th Floor
New
York, NY 10022
| |
Attn: |
Ying Li, Esq. |
| |
|
Guillaume de Sampigny. Esq. |
Email:
If
to the Company:
New
Century Logistics (BVI) Limited
Office
A-E, 33/F, King Palace Plaza,
55
King Yip Street, Kwun Tong,
Kowloon,
Hong Kong
Email:
With
a copy to:
Sichenzia
Ross Ference Carmel LLP
1185
Avenue of the America’s, 31st Floor
New
York, NY 10036
Attn:
Huan Lou, Esq.
Email:
9.
Miscellaneous.
9.1
Amendments. The Company and the Underwriter may from time to time supplement or amend this Purchase Warrant without the approval
of any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or
inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that
the Company and the Underwriter may deem necessary or desirable and that the Company and the Underwriter deem shall not adversely affect
the interest of the Holders. All other modifications or amendments shall require the written consent of and be signed by the party against
whom enforcement of the modification or amendment is sought.
9.2
Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or
affect the meaning or interpretation of any of the terms or provisions of this Purchase Warrant.
9.3.
Entire Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection
with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
9.4
Binding Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company
and their permitted assignees, respective successors, legal representative 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 Purchase Warrant or any provisions
herein contained.
9.5
Governing Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced
in accordance with the internal laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company
hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be
brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District
of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company
may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to
it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding
upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action
shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action
or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by
applicable law, on behalf of its stockholders and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted
by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Purchase Warrant or
the transactions contemplated hereby.
9.6
Waiver, etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall
not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any
provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No
waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set
forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is 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.
9.7
Exchange Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that,
at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and the Underwriter enter into an agreement
(“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities
or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.
9.8
Reserved.
9.9
Holder Not Deemed a Shareholder. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder
of this Purchase Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company
for any purpose, nor shall anything contained in this Purchase Warrant be construed to confer upon the Holder, solely in its capacity
as the Holder of this Purchase Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent
to any corporate action (whether any reorganization, issue of share, reclassification of share, consolidation, merger, conveyance or
otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of
the Shares which it is then entitled to receive upon the due exercise of this Purchase Warrant. In addition, nothing contained in this
Purchase Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Purchase
Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the
Company.
9.10
Restrictions. The Holder acknowledges that the Shares acquired upon the exercise of this Purchase Warrant, if not registered,
may have restrictions upon resale imposed by state and federal securities laws.
9.11
Severability. Wherever possible, each provision of this Purchase Warrant shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Purchase Warrant shall be prohibited by or invalid under applicable law,
such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Purchase Warrant.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the ____ day of _______,
2024.
| |
New
Century Logistics (BVI) Limited |
| |
|
|
| |
By: |
|
| |
Name: |
|
| |
Title: |
|
EXHIBIT
A
Exercise
Notice
Form
to be used to exercise Purchase Warrant:
Date:
__________, 20___
The
undersigned hereby elects irrevocably to exercise the Purchase Warrant for ______ Ordinary Shares of New Century Logistics (BVI) Limited,
a British Virgin Islands company (the “Company”) and hereby makes payment of $____ (at the rate of $____ per Ordinary
Share) in payment of the Exercise Price pursuant thereto. Please issue the Ordinary Shares as to which this Purchase Warrant is exercised
in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Ordinary Shares
for which this Purchase Warrant has not been exercised.
or
The
undersigned hereby elects irrevocably to convert its right to purchase ___ Ordinary Shares under the Purchase Warrant for ______ Ordinary
Shares, as determined in accordance with the following formula:
| Where, |
X |
= |
The
number of Ordinary Shares to be issued to Holder; |
| |
Y |
= |
The
number of Ordinary Shares for which the Purchase Warrant is being exercised; |
| |
A |
= |
The
fair market value of one Ordinary Share which is equal to $_____; and |
| |
B |
= |
The
Exercise Price which is equal to $______ per Ordinary Share |
The
undersigned agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement
with respect to the calculation shall be resolved by the Company in its sole discretion.
Please
issue the Ordinary Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable,
a new Purchase Warrant representing the number of Ordinary Shares for which this Purchase Warrant has not been converted.
Signature
Signature
Guaranteed
INSTRUCTIONS
FOR REGISTRATION OF SECURITIES
Name:
(Print
in Block Letters)
Address:
NOTICE:
The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement
or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership
on a registered national securities exchange.
EXHIBIT
B
Assignment
Notice
Form
to be used to assign Purchase Warrant:
ASSIGNMENT
(To
be executed by the registered Holder to effect a transfer of the within Purchase Warrant):
FOR
VALUE RECEIVED, _____________________ does hereby sell, assign and transfer unto the right to purchase _______________ ordinary shares
of New Century Logistics (BVI) Limited, a British Virgin Islands company (the “Company”), evidenced by the Purchase
Warrant and does hereby authorize the Company to transfer such right on the books of the Company.
Dated:
__________ 20__
Signature
Signature
Guaranteed
NOTICE:
The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm
having membership on a registered national securities exchange.
Exhibit 99.1
New
Century Logistics Prices $6 Million Initial Public Offering
Hong
Kong – December 18, 2024 – New Century Logistics (BVI) Limited (“New Century” or the “Company”),
an international freight forwarding company and logistics service provider, announces the pricing of its initial public offering of 1,500,000
ordinary shares at a public offering price of $4.00 per share (the “Offering”) for total gross proceeds of $6,000,000, before
deducting underwriting discounts and other related expenses. The Company’s ordinary shares have been approved for listing on the
Nasdaq Capital Market. Trading is expected to begin on December 18, 2024 under the symbol “NCEW.”
The
Company has granted the underwriters a 45-day option to purchase up to an additional 225,000 ordinary shares at the public offering price,
less underwriting discounts, to cover over-allotments, if any.
The
Offering is being conducted on a firm commitment basis. The Company intends to use the net proceeds from the offering for business expansion,
technology innovation, enhancement of warehousing and distribution capabilities, personnel recruitment, and general working capital.
The Offering is expected to close on December 19, 2024, subject to the satisfaction of customary closing conditions.
The
Offering is being conducted on a firm commitment basis. Craft Capital Management LLC and R.F. Lafferty & Co., Inc. are acting as
co-lead managing underwriters for the Offering. Sichenzia Ross Ference Carmel LLP is acting as U.S. counsel for the Company and Hunter
Taubman Fischer & Li LLC is acting as U.S. securities counsel to the underwriters in connection with the Offering.
A
registration statement on Form F-1 (File No. 333-274115) relating to the Offering was declared effective by the U.S. Securities and Exchange
Commission (the “SEC”) on November 20, 2024 and the Company’s registration statement on Form F-1MEF filed with
the SEC on December 18, 2024 became effective upon filing. The Company filed a post-effective amendment No. 1 and a post-effective amendment
No.2 to the registration statement on November 29, 2024 and December 9, 2024, respectively; the post-effective amendment No.2 was declared
effective by the SEC on December 13, 2024. The Offering is being made only by means of a prospectus. A preliminary prospectus relating
to the Offering has been filed with the SEC. Electronic copies of the final prospectus, when available, may be obtained on the SEC’s
website at http://www.sec.gov and may also be obtained by emailing rrizzuto@craftcm.com or by calling 516-833-1325 or by standard
mail to 377 Oak Street Lower Concourse, Garden City, NY 11530.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale
of these securities 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 jurisdiction.
About
New Century Logistics (BVI)
New
Century Logistics is an international freight forwarding company and logistics service provider. Its customers include direct shippers
and other freight forwarders. The Company assists its clients in both importing and exporting of goods which principally involves the
arrangement of shipment upon receipt of booking instructions from our customers, including sale of cargo space, cargo pick up, off-airport
air cargo security screening, palletization, preparation of shipping documentation, arrangement of customs clearance and cargo handling
at ports. New Century Logistics’ freight forwarding services principally generate revenues from air freight export shipments to
regions such as North America, Europe and Asia.
CAUTIONARY
STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This
press release contains “forward-looking statements”. You can identify forward-looking statements as those that are not historical
in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,”
“contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,”
“potential,” or “hopes” or the negative of these or similar terms. The reader is cautioned not to rely on these
forward-looking statements. Actual results could vary materially from the expectations and projections of New Century Logistics. We base
these forward-looking statements on our expectations and projections about future events, which we derive from the information currently
available to us. Such forward-looking statements relate to future events or our future performance, including statements regarding the
closing of the Offering; the use of proceeds from the sale of our shares in the Offering; and the uncertainty regarding future commercial
success. These and other factors may cause our actual results to differ materially from any forward-looking statement. Forward-looking
statements are only predictions. The forward-looking statements discussed in this press release and other statements made from time to
time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties
and assumptions about us, including those described in New Century Logistics’ prospectus filed with the SEC. We do not undertake
to update any forward-looking statement as a result of new information or future events or developments, except as required by U.S. federal
securities laws.
Contact:
ir@nclogistics.com.hk
New
Century Logistics (BVI) Ltd
A-E
33/F King Palace Plaza
55
King Yip Street
Kwun
Tong Hong Kong
www.nclogistics.com.hk
Exhibit 99.2
New
Century Logistics Closes $6 Million Initial Public Offering
Hong
Kong – December 19, 2024 – New Century Logistics (BVI) Limited (“New Century” or the “Company”),
an international freight forwarding company and logistics service provider, announces the closing of its initial public offering of 1,500,000
ordinary shares at a public offering price of $4.00 per share (the “Offering”) for total gross proceeds of $6,000,000, before
deducting underwriting discounts and other related expenses. . Trading began on the Nasdaq Capital Market on December 18, 2024 under
the symbol “NCEW.”
The
Company granted the underwriters a 45-day option to purchase up to an additional 225,000 ordinary shares at the public offering price,
less underwriting discounts, to cover over-allotments, if any.
The
Offering was conducted on a firm commitment basis. The Company intends to use the net proceeds from the offering for business expansion,
technology innovation, enhancement of warehousing and distribution capabilities, personnel recruitment, and general working capital.
Craft
Capital Management LLC and R.F. Lafferty & Co., Inc. acted as co-lead managing underwriters for the Offering. Sichenzia Ross Ference
Carmel LLP acted as U.S. counsel for the Company and Hunter Taubman Fischer & Li LLC acted as U.S. securities counsel to the underwriters
in connection with the Offering.
The
securities were offered pursuant to a registration statement on Form F-1 (File No. 333-274115) relating to the Offering, which was
declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 20, 2024 and the
Company’s registration statement on Form F-1MEF filed with the SEC on December 17, 2024, which became effective upon filing.
The Company filed a post-effective amendment No. 1 and a post-effective amendment No.2 to the registration statement on November 29,
2024 and December 9, 2024, respectively; the post-effective amendment No.2 was declared effective by the SEC on December 13, 2024.
The Offering was made only by means of a prospectus. A final prospectus relating to the Offering has been filed with the SEC.
Electronic copies of the final prospectus may be obtained on the SEC’s website at http://www.sec.gov and may also be
obtained by emailing rrizzuto@craftcm.com or by calling 516-833-1325 or by standard mail to 377 Oak Street Lower Concourse,
Garden City, NY 11530.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale
of these securities 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 jurisdiction.
About
New Century Logistics (BVI)
New
Century Logistics is an international freight forwarding company and logistics service provider. Its customers include direct shippers
and other freight forwarders. The Company assists its clients in both importing and exporting of goods which principally involves the
arrangement of shipment upon receipt of booking instructions from our customers, including sale of cargo space, cargo pick up, off-airport
air cargo security screening, palletization, preparation of shipping documentation, arrangement of customs clearance and cargo handling
at ports. New Century Logistics’ freight forwarding services principally generate revenues from air freight export shipments to
regions such as North America, Europe and Asia.
CAUTIONARY
STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This
press release contains “forward-looking statements”. You can identify forward-looking statements as those that are not historical
in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,”
“contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,”
“potential,” or “hopes” or the negative of these or similar terms. The reader is cautioned not to rely on these
forward-looking statements. Actual results could vary materially from the expectations and projections of New Century Logistics. We base
these forward-looking statements on our expectations and projections about future events, which we derive from the information currently
available to us. Such forward-looking statements relate to future events or our future performance, including statements regarding the
closing of the Offering; the use of proceeds from the sale of our shares in the Offering; and the uncertainty regarding future commercial
success. These and other factors may cause our actual results to differ materially from any forward-looking statement. Forward-looking
statements are only predictions. The forward-looking statements discussed in this press release and other statements made from time to
time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties
and assumptions about us, including those described in New Century Logistics’ prospectus filed with the SEC. We do not undertake
to update any forward-looking statement as a result of new information or future events or developments, except as required by U.S. federal
securities laws.
Contact:
ir@nclogistics.com.hk
New
Century Logistics (BVI) Ltd
A-E
33/F King Palace Plaza
55
King Yip Street
Kwun
Tong Hong Kong
www.nclogistics.com.hk
New Century Logistics BVI (NASDAQ:NCEW)
Graphique Historique de l'Action
De Nov 2024 à Déc 2024
New Century Logistics BVI (NASDAQ:NCEW)
Graphique Historique de l'Action
De Déc 2023 à Déc 2024
