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: 001-39803
Meiwu
Technology Company Limited
(Translation
of registrant’s name into English)
1602,
Building C, Shenye Century Industry
No.
743 Zhoushi Road, Bao’an District
Shenzhen,
People’s Republic of China
Telephone:
+86-755-85250400
(Address
of principal executive office)
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 ☐
Explanatory
Note
On
December 2, 2024, Meiwu Technology Company Limited (the “Company”) closed a best-efforts offering (the “Primary
Offering”) of 30,000,000 ordinary shares (the “Primary Offering Shares”) of the Company, no par value each
(the “Ordinary Shares”), to certain investors pursuant to that certain securities purchase agreement (the “Primary
Offering SPA”), dated as of November 27, 2024, at an offering price of $0.80 per share.
The
Primary Offering Shares were sold pursuant to a registration statement on Form F-1, as amended (the “Registration Statement”,
File No. 333-282379), filed with the U.S. Securities and Exchange Commission (the “Commission”), which was declared
effective by the Commission on November 27, 2024. A final prospectus dated November 27, 2024 relating to this Offering was filed with
the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
The
Company received net proceeds of $23,895,000 from the Primary Offering. The Company currently intends to use the net proceeds from the
Offering for the development of its planned functional skincare business and for general corporate purpose, as disclosed in the Registration
Statement.
In
addition, as previously disclosed, the Company sold 30,000,000 Ordinary Shares to Mr. Changbin Xia, the chairman of the board of directors
of the Company, at an offering price of $0.80 per share, pursuant to a certain securities purchase agreement dated October 22, 2024 (“Private
SPA”). The Resale Shares were also registered in the Registration Statement. The Company will not receive any proceeds from
the sale of such Resale Shares.
Concurrently
with the Company’s execution of the Primary Offering SPA, Mr. Xia entered into a certain lock-up agreement (the “Lock-Up
Agreement”) pursuant to which, Mr. Xia agreed not to directly or indirectly sell, offer, contract or grant any option to sell,
pledge, transfer (excluding intra-family transfers, transfers to a trust for estate planning purposes or to beneficiaries of officers,
directors and shareholders upon their death), or otherwise dispose of or enter into any transaction which may result in the disposition
of any Ordinary Shares or securities convertible into, exchangeable or exercisable for any Ordinary Shares, without the prior written
consent of the Company, for a period of one hundred and eighty (180) days following the date of the Lock-Up Agreement (the “Lock-Up
Period”).
Copies
of the form of each of the Primary Offering SPA, the Private SPA, and the Lock-Up Agreement are attached hereto as Exhibits 99.1, 99.2,
and 99.3, respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the Primary Offering SPA, the
Private SPA, and the Lock-Up Agreement are subject to and qualified in their entirety by each such document.
Exhibits
SIGNATURE
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 hereunto duly authorized.
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Meiwu
Technology Company Limited |
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By:
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/s/
Xinliang Zhang |
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Xinliang
Zhang |
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Chief
Executive Officer |
Date:
December 6, 2024
Exhibit
99.1
SECURITIES
PURCHASE AGREEMENT
This
Securities Purchase Agreement (this “Agreement”) is dated as of [ ], between Meiwu Technology Company Limited, a company
organized under the laws of British Virgin Islands (the “Company”), and each purchaser identified on the signature
pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement on Form F-1 (File
No. 333-282379), as amended, under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and
each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in
this Agreement.
NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt
and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:
ARTICLE
I.
DEFINITIONS
1.1
Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms
have the meanings set forth in this Section 1.1:
“Action”
shall have the meaning ascribed to such term in Section 3.1(j).
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person as such terms are used in and construed under Rule 405 under the Securities Act.
“Applicable
Law” means all United States (federal, state and local) and foreign statutes, rules, regulations, codes, treaties, or guidance
applicable to the Company or the Subsidiaries or the VIEs.
“Board
of Directors” means the board of directors of the Company.
“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally
open for use by customers on such day.
“China”
or the “PRC” refers to the People’s Republic of China, including Taiwan, Hong Kong and Macau, and the term “Chinese”
has a correlative meaning for the purposes of this Agreement only, unless the context otherwise indicates. The references to laws and
regulations of “China” or the “PRC” are only to such laws and regulations of mainland China, excluding, for the
purpose of this Agreement only, Taiwan, Hong Kong and Macau.
“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.1.
“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the first (1st)
Trading Day following the date hereof.
“Commission”
means the United States Securities and Exchange Commission.
“Ordinary
Shares” means the Ordinary Shares of the Company, no par value each, and any other class of securities into which such securities
may hereafter be reclassified or changed.
“Ordinary
Share Equivalents” means any securities of the Company or the Subsidiaries or the VIEs which would entitle the holder thereof
to acquire at any time Ordinary Shares, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary
Shares.
“Company
Counsel” means Hunter Taubman Fischer & Li LLC, with offices located at 950 Third Avenue, 19th Floor, New York,
New York 10022.
“CSRC”
refers to China Securities Regulatory Commission.
“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.
“Disclosure
Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and
before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the
date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight
(New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date
hereof, unless otherwise instructed as to an earlier time by the Placement Agent.
“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(s).
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.
“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).
“Governmental
Authority” means any federal, provincial, state, local, foreign or other governmental, quasi-governmental or administrative
agency, court or body or any other type of regulatory authority or body.
“Indebtedness”
shall have the meaning ascribed to such term in Section 3.1(bb).
“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(q).
“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).
“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(n).
“Occupational
Laws” means the Occupational Health and Safety Act or its foreign equivalents relating to the protection of human health and
safety in the workplace.
“Per
Share Purchase Price” equals $0.80, subject to adjustment for reverse and forward share splits, share dividends, share combinations
and other similar transactions of the Ordinary Share that occur after the date of this Agreement and prior to the Closing Date.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Preliminary
Prospectus” means any preliminary prospectus included in the Registration Statement, as originally filed or as part of any
amendment thereto, or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Securities
Act.
“Pricing
Prospectus” means (i) the Preliminary Prospectus relating to the Securities that was included in the Registration Statement
immediately prior to 5:30 p.m. (New York City time) on the date hereof and (ii) any free writing prospectus (as defined in the Securities
Act) identified on Schedule I hereto, taken together.
“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened in writing.
“Prospectus”
means the final prospectus filed for the Registration Statement.
“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.8.
“Registration
Statement” means the effective registration statement on Form F-1 with Commission (File No. 333-282379, as amended), which
registers the sale of the Shares to the Purchasers, including all information, documents and exhibits filed with or incorporated by reference
into such registration statement, and includes any Rule 462(b) Registration Statement.
“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).
“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.
“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.
“Rule
462(b) Registration Statement” means any registration statement prepared by the Company registering additional Securities,
which was filed with the Commission on or prior to the date hereof and became automatically effective pursuant to Rule 462(b) promulgated
by the Commission pursuant to the Securities Act.
“SAFE”
refers to the State Administration of Foreign Exchange of China.
“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(h).
“Securities”
means the Shares.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Shares”
means the Ordinary Shares issued or issuable to each Purchaser pursuant to this Agreement.
“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be
deemed to include locating and/or borrowing Ordinary Shares).
“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for the Shares purchased hereunder as specified below
such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United
States dollars and in immediately available funds.
“Subsidiary”
means any subsidiary of the Company as set forth on Schedule 3.1(a), and shall, where applicable, also include any direct or indirect
subsidiary of the Company formed or acquired after the date hereof.
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Ordinary Share is listed or quoted for trading on the
date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New
York Stock Exchange (or any successors to any of the foregoing).
“Transaction
Documents” means this Agreement, all exhibits and schedules thereto and hereto and any other documents or agreements executed
in connection with the transactions contemplated hereunder.
“Transfer
Agent” means Transhare Corporation, the current transfer agent of the Company, with a mailing address of Bayside Center 1,
17755 North US Highway 19, Suite #140, Clearwater, FL 33764, and any successor transfer agent of the Company.
“VIEs”
means the variable interest entities of the Company as set forth on Schedule 3.1(a), and shall, where applicable, also include
all direct or indirect subsidiaries of the VIEs of the Company formed or acquired after the date hereof, or collectively the “VIEs.”
ARTICLE
II.
PURCHASE AND SALE
2.1 Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally
and not jointly, agree to purchase, up to an aggregate of $24,000,000.00 of Shares; provided, however, that, to the extent
that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s affiliates, and any Person
acting as a group together with such Purchaser or any of such Purchaser’s affiliates) would beneficially own in excess of the Beneficial
Ownership Limitation (as defined below). The “Beneficial Ownership Limitation” shall be 9.99% of
the number of Ordinary Shares outstanding immediately after giving effect to the issuance of the Securities on the Closing Date. The
Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation, which shall in no event exceed 9.99%
of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares upon exercise of this
Warrant held by the Holder and the provisions of this Section 2.1 shall continue to apply.
All
wire transfers shall be made payable to the Company. On the Closing Date, the Company shall deliver to each Purchaser its respective
Shares, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section
2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall
take place remotely by electronic transfer of the Closing documentation.
2.2 Deliveries.
(a) On
or prior to the Closing Date (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) this
Agreement duly executed by the Company;
(ii) subject
to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions;
(iii) subject
to Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver via The Depository
Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription
Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;
(iv) the
Pricing Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act).
(b) On
or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:
(i) this
Agreement duly executed by such Purchaser; and
(ii) such
Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company
or its designee.
2.3 Closing
Conditions.
(a) The
obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,
in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless such representation
or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations
or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);
(ii) all
obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
and
(iii) the
delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.
(b) The
respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,
in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless such
representation and warranty is as of a specific date therein in which case they shall be accurate in all material respects or, to the
extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects, as of such date);
(ii) all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii) the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iv) there
shall have been no Material Adverse Effect with respect to the Company since the date hereof; and
(v) from
the date hereof to the Closing Date, trading in the Ordinary Share shall not have been suspended by the Commission or the Company’s
principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall
not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such
service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities
nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such
magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of
such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.
ARTICLE
III.
REPRESENTATIONS AND WARRANTIES
3.1 Representations
and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part
hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section
of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:
(a) Subsidiaries
and VIEs.
Subsidiaries.
All of the direct and indirect subsidiaries of the Company, if any, are set forth on Schedule 3.1(a). The Company owns, directly
or indirectly, all of the share capital or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued
and outstanding shares of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights
to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them
in the Transaction Documents shall be disregarded.
VIEs.
All of the VIEs, and their direct and indirect subsidiaries, if any, of the Company, are set forth on Schedule 3.1(a). The Company
controls the VIEs through a series of contractual agreements. If the Company has no VIEs, all other references to the VIEs or any of
them in the Transaction Documents shall be disregarded.
(b) Organization
and Qualification. The Company and each of the Subsidiaries and the VIEs is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite corporate power
and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any
Subsidiary nor any VIE is in violation nor default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries and the VIEs is duly qualified to conduct
business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case
may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability
of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business or condition (financial or
otherwise) of the Company and the Subsidiaries and the VIEs, taken as a whole, or (iii) a material adverse effect on the Company’s
ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii),
a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or
curtailing or seeking to revoke, limit or curtail such power and authority or qualification.
(c) Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and each of the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder
and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation
by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company
and no further action is required by the Company, the Board of Directors or the Company’s shareholders in connection herewith or
therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party
has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof,
will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except
(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited
by applicable law.
(d) No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which
it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby
do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary or VIE’s certificate or
articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an
event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties
or assets of the Company or any Subsidiary or VIE, or give to others any rights of termination, amendment, anti-dilution or similar adjustments,
acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument
(evidencing a Company or Subsidiary or VIE debt or otherwise) or other understanding to which the Company or any Subsidiary or any VIE
is a party or by which any property or asset of the Company or any Subsidiary or any VIE is bound or affected, or (iii) subject to the
Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment or decree (including foreign,
federal and state securities laws and regulations and the rules and regulations of The Nasdaq Capital Market, or any of the markets or
exchanges on which the Ordinary Shares are primarily listed or quoted for trading (the “Principal Market”) and including
all applicable foreign, federal, state laws, rules and regulations), or by which any property or asset of the Company or a Subsidiary
or a VIE is bound or affected; except in the case of each of clauses (ii) and (iii), such as would not have or reasonably be expected
to result in a Material Adverse Effect.
(e) Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,
or make any filing or registration with, any court or other foreign, federal, state, local or other governmental authority or other Person
in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required
pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus, (iii) the notice(s) and application(s)
to each applicable Trading Market for the listing of the Shares for trading thereon in the time and manner required thereby, and (iv)
such filings as are required to be made under applicable state securities laws, and (v) the filing with the China Securities Regulatory
Commission (the “CSRC”) required under the PRC laws (collectively, the “Required Approvals”).
(f) Issuance
of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.
The Company will have reserved from its duly authorized share capital the maximum number of Ordinary Shares issuable pursuant to this
Agreement. The Company has prepared and filed the Registration Statement, which became effective on [ ], 2024, in conformity in all material
respects with the requirements of the Securities Act, including the Prospectus, and such amendments and supplements thereto as may have
been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing
or suspending the effectiveness of the Registration Statement or suspending or preventing the use of any Preliminary Prospectus or the
Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company,
are threatened in writing by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the
Prospectus with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective,
at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform
in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and
the Pricing Prospectus and Prospectus and any amendments or supplements thereto, at the time the Pricing Prospectus or the Prospectus,
as applicable, or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material
respects to the requirements of the Securities Act and did not and will not contain an 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 Company was at the time of the filing of the Registration Statement eligible to use Form F-1 and is eligible to use
Form F-1 on the date hereof and on the Closing Date.
(g) Capitalization.
The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) also
includes the number of Ordinary Shares owned beneficially, and of record, by affiliates of the Company as of the date hereof. Except
as set forth on Schedule 3.1(g), the Company has not issued any shares since its most recently filed periodic report under the
Exchange Act, other than pursuant to the exercise of employee stock options or the settlement of restricted shares under the Company’s
equity incentive plans, the issuance of Ordinary Shares to employees pursuant to the Company’s employee share purchase plans and
pursuant to the conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic
report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right
to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities
and as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments
of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or
giving any Person any right to subscribe for or acquire, any Ordinary Share or the shares of any Subsidiary, or VIE, or contracts, commitments,
understandings or arrangements by which the Company or any Subsidiary or VIE is or may become bound to issue additional Ordinary Shares
or Ordinary Share Equivalents or capital stock of any Subsidiary or VIE. The issuance and sale of the Securities will not obligate the
Company or any Subsidiary or VIE to issue Ordinary Shares or other securities to any Person (other than the Purchasers). Except as set
forth in the SEC Reports with respect to customary adjustments, such as reverse share splits, there are no outstanding securities or
instruments of the Company, any Subsidiary or any VIE with any provision that adjusts the exercise, conversion, exchange or reset price
of such security or instrument upon an issuance of securities by the Company or any Subsidiary or VIE. Except as set forth on Schedule
3.1(g), there are no outstanding securities or instruments of the Company, any Subsidiary or VIE that contain any redemption or similar
provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary or any VIE
is or may become bound to redeem a security of the Company or such Subsidiary or VIE. The Company does not have any share appreciation
rights or “phantom stock” plans or agreements or any similar plan or agreement. For the two (2) years preceding the date
hereof, all of the outstanding shares of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued
in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive
rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholder, the Board
of Directors or others is required for the issuance and sale of the Securities. Except as set forth on Schedule 3.1(g), there
are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital to which
the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.
(h) SEC
Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be
filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one
(1) calendar year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material)
(the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Pricing Prospectus
and the Prospectus, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received
a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their
respective dates, or to the extent corrected or modified by a subsequent amendment, the SEC Reports complied in all material respects
with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any
untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading. The Company has never been an issuer
subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material
respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at
the time of filing (or to the extent corrected or modified by a subsequent amendment). Such financial statements have been prepared in
all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during
the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto
and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects
the financial position of the Company and its consolidated Subsidiaries and the VIEs as of and for the dates thereof and the results
of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end
audit adjustments.
(i) Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within
the SEC Reports, except as set forth in Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or
that would reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any material liabilities
(contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with
past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed
in filings made with the Commission, (iii) the Company has not materially altered its method of accounting, (iv) the Company has not
declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements
to purchase or redeem any shares and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except
pursuant to existing Company equity incentive plans. The Company does not have pending before the Commission any request for confidential
treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i),
no event, liability, fact, circumstance, occurrence or development has occurred or exists with respect to the Company or its Subsidiaries
or its VIEs or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to
be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been
publicly disclosed at least one (1) Trading Day prior to the date that this representation is made.
(j) Litigation.
Except as set forth in Schedule 3.1(j), there is no action, suit, inquiry, notice of violation, proceeding or investigation pending
or, to the knowledge of the Company, threatened in writing against or affecting the Company, any Subsidiary or VIE or any of their respective
properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county,
local or foreign) (collectively, an “Action”). None of the Actions set forth in Schedule 3.1(j) (i) adversely
affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) would, if
there were an unfavorable decision have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any
Subsidiary nor any VIE, nor any director or officer thereof, is or has 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. There has not been, and to the knowledge
of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former
director or officer of the Company, except for such matters that would not, individually or in the aggregate, have or reasonably be expected
to result in a Material Adverse Effect. The Commission has not issued any stop order or other order suspending the effectiveness of any
registration statement filed by the Company or any Subsidiary or any VIE under the Exchange Act or the Securities Act.
(k) Labor
Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company,
which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ or
its VIEs’ employees is a member of a union that relates to such employee’s relationship with the Company, such Subsidiary
or VIE, and neither the Company nor any of its Subsidiaries and its VIEs is a party to a collective bargaining agreement, and the Company
and its Subsidiaries and its VIEs believe that their relationships with their employees are good. To the knowledge of the Company, no
executive officer of the Company or any Subsidiary or VIE, is, or is now expected to be, 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 or VIEs to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries
and VIEs are in compliance with all Applicable Laws 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 have a Material Adverse Effect. The Company and each of the Subsidiaries and the VIEs (A) is in compliance, in all material respects,
with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection
of human health and safety in the workplace (“Occupational Laws”); (B) has received all authorizations or other approvals
required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material
respects, with all terms and conditions of such authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction
or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries or VIEs relating
to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations
or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations
or proceedings.
(l) Compliance.
Neither the Company nor any Subsidiary nor any VIE: (i) is in default under or in violation of (and no event has occurred that has not
been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary or any VIE under),
nor has the Company or any Subsidiary or any VIE received written notice of a claim that it is in default under or that it is in violation
of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its
properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order
of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation
of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental
protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as would
not have or reasonably be expected to result in a Material Adverse Effect.
(m) Intentionally
Omitted.
(n) Law
and Permits. Except as described in the Pricing Prospectus or the Prospectus, the Company and each of the Subsidiaries and its VIEs:
(i) is and at all times since January 1, 2023 has been in material compliance with all United States (federal, state and local) and foreign
statutes, rules, regulations, codes, treaties, or guidance applicable to the Company or the Subsidiaries or the VIEs, including, without
limitation, such regulations as described in the Pricing Prospectus and the Prospectus (“Applicable Laws”); (B) since January
1, 2023 has not received any notice of adverse finding, warning letter, untitled letter or other correspondence or notice from any Governmental
Authority (as defined below) alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances,
authorizations, permits and supplements or amendments thereto required by any such Applicable Laws; (C) since January 1, 2023 has not
received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any Governmental
Authority or third party alleging that any product operation or activity is in violation of any Applicable Laws or authorizations and
has no knowledge that any such Governmental Authority or third party intends to assert any such claim, litigation, arbitration, action,
suit, investigation or proceeding; (D) since January 1, 2023 has not received notice that any Governmental Authority has taken, is taking
or intends to take action to limit, suspend, modify or revoke any authorizations and the Company has no knowledge that any such Governmental
Authority is considering such action; (E) possess all certificates, authorizations and permits issued by the appropriate federal, state,
local or foreign regulatory authorities necessary to conduct their respective businesses and continue listing in the U.S. as described
in the SEC Reports and neither the Company nor any Subsidiary or any VIE has received any notice of proceedings relating to the revocation
or modification of any such permit; and (F) has filed, obtained, maintained or submitted all material reports, documents, forms, notices,
applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or authorizations and that
all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and
correct in all material respects on the date filed (or were corrected or supplemented by a subsequent submission), except in the case
of (A) through (F) above, as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
“Governmental Authority” means any federal, provincial, state, local, foreign or other governmental, quasi-governmental
or administrative agency, court or body or any other type of regulatory authority or body, including, without limitation, those described
in the Pricing Prospectus and Prospectus including the Trading Market. The aggregate of all pending legal or governmental proceedings
to which the Company or any Subsidiary or any VIE is a party or of which any of their respective property or assets is the subject which
are not described in the Pricing Prospectus and the Prospectus, including ordinary routine litigation incidental to the business, would
not result in a Material Adverse Effect
(o) Conduct
of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries or VIEs is in violation of any term of or in default
under its Amended and Restated Memorandum and Articles of Association, as amended from time to time, any certificate of designations,
preferences or rights of any other outstanding series of preferred shares of the Company or any of its Subsidiaries or VIEs or their
organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any
of its Subsidiaries or VIEs is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable
to the Company or any of its Subsidiaries or VIEs, and neither the Company nor any of its Subsidiaries or VIEs will conduct its business
in violation of any of the foregoing, except in all cases for possible violations which would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. The Company and each of its Subsidiaries and VIEs possess all certificates,
authorizations and permits issued by the appropriate foreign, federal or state regulatory authorities necessary to conduct their respective
businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate,
a Material Adverse Effect, and neither the Company nor any such Subsidiary or VIE has received any notice of proceedings relating to
the revocation or modification of any such certificate, authorization or permit. There is no agreement, commitment, judgment, injunction,
order or decree binding upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries or VIEs is a party
which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company
or any of its Subsidiaries or VIEs, any acquisition of property by the Company or any of its Subsidiaries or VIEs, the conduct of business
by the Company or any of its Subsidiaries or VIEs as currently conducted other than such effects, individually or in the aggregate, which
have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries or VIEs.
Without limiting the generality of the foregoing, except as disclosed in the SEC Reports, the Company is not in violation of any of the
rules, regulations or requirements of the Principal Market and has no knowledge of any facts or circumstances that would reasonably lead
to delisting or suspension of the Ordinary Shares by the Principal Market in the foreseeable future. For the two years preceding the
date hereof (or such shorter period as the Ordinary Shares have been listed or designated for quotation on the Principal Market), (i)
the Ordinary Shares have been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares have not
been suspended by the SEC or the Principal Market and (iii) except as disclosed in the SEC Reports, the Company has received no communication,
written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares from the Principal
Market.
(p) Title
to Assets. The Company and the Subsidiaries and VIEs have good and marketable title in fee simple to all real property owned by them
and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries
and the VIEs, in each case free and clear of all Liens, except for (i) Liens arising under any credit facility, (ii) Liens as do not
materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property
by the Company and the Subsidiaries and the VIEs and (iii) Liens for the payment of foreign, federal, state or other taxes, for which
appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties.
Any real property and facilities held under lease by the Company and the Subsidiaries and the VIEs are held by them under valid, subsisting
and enforceable leases with which the Company and the Subsidiaries are in compliance.
(q) Intellectual
Property. The Company and the Subsidiaries and the VIEs have, or have rights to use, all patents, patent applications, trademarks,
trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights
and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which
the failure to so have would have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None
of, and neither the Company nor any Subsidiary nor any VIE has received a notice (written or otherwise) that any of, the Intellectual
Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years
from the date of this Agreement, except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor
any Subsidiary nor any VIE has received, since the date of the latest audited financial statements included within the SEC Reports, a
written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of
any Person, except as would not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company,
all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual
Property Rights. The Company and its Subsidiaries and VIEs have taken reasonable security measures to protect the secrecy, confidentiality
and value of all of their intellectual properties, except where failure to do so would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. The Company has no knowledge of any facts that would preclude it from having valid license
rights or clear title to the Intellectual Property Rights. The Company has no knowledge that it lacks or will be unable to obtain any
rights or licenses to use all Intellectual Property Rights that are necessary to conduct its business as described in the Pricing Prospectus
and Prospectus.
(r) Insurance.
The Company and the Subsidiaries and the VIEs are insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries and the VIEs are engaged,
including, but not limited to, directors and officers insurance coverage of $1 million. Neither the Company nor any Subsidiary or VIE
has been notified that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar
coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.
(s) Transactions
With Affiliates and Employees. Except as set forth on Schedule 3.1(s), none of the officers or directors of the Company or
any Subsidiary or any VIE and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary or any VIE is
presently a party to any transaction with the Company or any Subsidiary or any VIE (other than for services as employees, officers and
directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental
of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or
any such employee has a substantial interest or is an officer, director, trustee, shareholder, member or partner, in each case in excess
of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on
behalf of the Company and (iii) other employee benefits, including share option agreements under any equity incentive plan of the Company.
(t) Sarbanes-Oxley;
Internal Accounting Controls. The Company and the Subsidiaries and the VIEs are in compliance in all material respects with any and
all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, that are effective as of the date hereof and as of the Closing
Date, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof
and as of the Closing Date. The Company and the Subsidiaries and the VIEs maintain a system of internal accounting controls sufficient
to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset
accountability, (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 the existing assets at reasonable intervals and appropriate action is taken
with respect to any differences. The Company and the Subsidiaries and the VIEs have established disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and the VIEs and designed such disclosure
controls and procedures 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.
The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and
the Subsidiaries and the VIEs as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such
date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange
Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations
as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as
such term is defined in the Exchange Act) of the Company and its Subsidiaries and VIEs that have materially affected, or is reasonably
likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries and VIEs .
(u) Certain
Fees. Except as set forth in the Pricing Prospectus and the Prospectus, no brokerage or finder’s fees or commissions are or
will be payable by the Company or any Subsidiary or any VIE to any broker, financial advisor or consultant, finder, placement agent,
investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall
have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated
in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.
(v) Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be
or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The
Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration
under the Investment Company Act of 1940, as amended.
(w) Registration
Rights. No Person has any right to cause the Company or any Subsidiary or any VIE to effect the registration under the Securities
Act of any securities of the Company or any Subsidiary or any VIE.
(x) Exchange
Act Registration; Exchange Listing; and Maintenance Requirements. The Ordinary Shares are registered pursuant to Section 12(b) or
12(g) of the Exchange Act, and the Company has taken no action designed to terminate, 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. Except as set forth on Schedule 3.1(x), the Company has not, in
the 12 months preceding the date hereof, received notice from any Trading Market on which the Ordinary Share is or has been listed or
quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. Except
as set forth on Schedule 3.1(x), the Company is, 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. The Ordinary Shares are currently eligible for electronic transfer
through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the fees to
the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.
(y) Intentionally
Omitted.
(z) Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms
that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information
that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Pricing Prospectus
and the Prospectus. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions
in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company
and its Subsidiaries and its VIEs, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules
to this Agreement, is true and correct in all material respects as of the date made and does not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under
which they were made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or
warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.
(aa) No
Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,
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 this offering of
the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions
of any Trading Market on which any of the securities of the Company are listed or designated.
(bb) 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 Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds
the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including
known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry
on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular
capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital
availability thereof, and (iii) 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, would be 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). 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. Schedule
3.1(bb) set forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary or
any VIE, or for which the Company or any Subsidiary or any VIE 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 GAAP. Neither the Company nor any Subsidiary nor any VIE is
in default with respect to any Indebtedness.
(cc) Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and its Subsidiaries and VIEs each (i) has made or filed all United States federal, state and
local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is
subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to
be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment
of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no
unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company
or of any Subsidiary or any VIE know of no basis for any such claim. The provisions for taxes payable, if any, shown on the
financial statements filed with or as part of the Pricing Prospectus and Prospectus are sufficient for all accrued and unpaid taxes,
whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. The term
“taxes” mean all federal, state, local, foreign, and other net income, gross income, gross receipts, sales, use,
ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance,
stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments, or charges of any kind
whatsoever, together with any interest and any penalties, additions to tax, or additional amounts with respect thereto. The term
“returns” means all returns, declarations, reports, statements, and other documents required to be filed in respect to
taxes. The Company did not qualify as a “passive foreign investment company” within the meaning of Section 1297 of the
United States Internal Revenue Code of 1986, as amended, for its most recently completed taxable year.
(dd) Accountants.
The Company’s independent registered public accounting firm is set forth in the Pricing Prospectus and the Prospectus. To the
knowledge and belief of the Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange
Act, (ii) has expressed its opinion with respect to the financial statements included in the Company’s Annual Report for the
fiscal year ending December 31, 2023, and (iii) shall express its opinion with respect to the financial statements to be included in
the Company’s Annual Report for the fiscal year ending December 31, 2024.
(ee)
Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers
is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or
any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby
is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s
decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the
transactions contemplated hereby by the Company and its representatives.
(ff) Intentionally
Omitted. .
(gg) Regulation
M Compliance. The Company has not, and to its knowledge no one acting 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 Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of,
any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other
securities of the Company.
(hh) Intentionally
Omitted.
(ii) Cybersecurity.
(i)(x) To the Company’s knowledge, there has been no material security breach or other compromise of or relating to any of the
Company’s or any Subsidiary or any VIE’s information technology and computer systems, networks, hardware, software, data
(including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of
it), equipment or technology (collectively, “IT Systems and Data”), except for those as would not cause a Material
Adverse Effect, and (y) the Company and the Subsidiaries and the VIEs have not been notified of, and has no knowledge of any event or
condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data that would
cause a Material Adverse Effect; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes
and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies
and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and
Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material
Adverse Effect; (iii) the Company and the Subsidiaries and the VIEs have implemented and maintained commercially reasonable safeguards
to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all
IT Systems and Data; and (iv) the Company and the Subsidiaries and the VIEs have implemented backup and disaster recovery technology
consistent with industry standards and practices.
(jj) Compliance
with Data Privacy Laws. (i) To the best of the Company’s knowledge, the Company and the Subsidiaries and the VIEs are, and
at all times during the last three (3) years were, in compliance in all material respects with all applicable state, federal and
foreign data privacy and security laws and regulations, including, without limitation, the European Union General Data Protection
Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”); (ii) the Company and the
Subsidiaries and the VIEs have in place, comply with, and take appropriate steps reasonably designed to ensure compliance with their
policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of
Personal Data (as defined below) (the “Policies”); (iii) the Company provides accurate notice of its applicable
Policies to its customers, employees, third party vendors and representatives as required by the Privacy Laws; and (iv) applicable
Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject
matter, and do not contain any material omissions of the Company’s then-current privacy practices, as required by Privacy
Laws. “Personal Data” means (i) a natural person’s name, street address, telephone number, email address,
photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as
“personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal
data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or
his or her family, or permits the collection or analysis of any identifiable data related to an identified person’s health or
sexual orientation. (i) None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, or
deceptive in violation of any Privacy Laws and (ii) the execution, delivery and performance of the Transaction Documents will not
result in a breach of any Privacy Laws or Policies. Neither the Company nor the Subsidiaries or VIEs (i) to the knowledge of the
Company, has received written notice of any actual or potential liability of the Company or the Subsidiaries or the VIEs under, or
actual or potential violation by the Company or the Subsidiaries or the VIEs of, any of the Privacy Laws; (ii) is currently
conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any regulatory
request or demand pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement by or with any court or
arbitrator or governmental or regulatory authority that imposed any obligation or liability under any Privacy Law.
(kk) Compliance
with Food Production and Food Business Operation Laws. (i) To the best of the Company’s knowledge, the Company and the
Subsidiaries and the VIEs are, and at all times during the last three (3) years were, in compliance with all applicable state,
federal and foreign food protection and food business operation laws and regulations, including, without limitation, the Food Safety
Law of the People’s Republic of China, Administrative Measures for Food Production Permitting, the Administrative Measures for
Food Business Permitting, Product Quality Law (collectively, “Food Laws”); (ii) the Company and the Subsidiaries
and the VIEs have in place, comply with, and take appropriate steps reasonably designed to ensure compliance with their policies and
procedures relating to Food Laws (the “Policies”); (iii) the Company provides accurate notice of its applicable
Policies to its customers, employees, third party vendors and representatives as required by the relevant laws; and (iv) applicable
Policies provide accurate and sufficient notice of the Company’s then-current food safety practices relating to its subject
matter, and do not contain any material omissions of the Company’s then-current food safety practices, as required by related
PRC laws.
(ll) Equity
Incentive Plans. Each award granted by the Company under the Company’s equity incentive plans was granted (i) in
accordance with the terms of the Company’s equity incentive plans and (ii) with an exercise price (as applicable) at least
equal to the fair market value of the Ordinary Shares on the date such share option would be considered granted under GAAP and
applicable law. No share option granted under the Company’s share option plan has been backdated. The Company has not
knowingly granted, and there is no and has been no Company policy or practice to knowingly grant award under its equity incentive
plans prior to, or otherwise knowingly coordinate the grant of share options with, the release or other public announcement of
material information regarding the Company or its Subsidiaries or its VIEs or their financial results or prospects.
(mm) Office
of Foreign Assets Control. Neither the Company nor any Subsidiary nor any VIE, nor, to the Company’s knowledge, any
director, officer, agent, employee or Affiliate of the Company or any Subsidiary or any VIE is currently subject to any U.S.
sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department
(“OFAC”).
(nn) U.S.
Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the
meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s
request.
(oo) Bank
Holding Company Act. Neither the Company nor any of its Subsidiaries or the VIEs or affiliates is subject to the Bank Holding Company
Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the
“Federal Reserve”). Neither the Company nor any of its Subsidiaries or VIEs or affiliates owns or controls, directly
or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or
more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company
nor any of its Subsidiaries or VIEs or affiliates exercises a controlling influence over the management or policies of a bank or any
entity that is subject to the BHCA and to regulation by the Federal Reserve.
(pp) Money
Laundering. The operations of the Company and its Subsidiaries and VIEs are and have been conducted at all times in compliance
with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money
Laundering Laws”), and no Action or Proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving the Company or any Subsidiary or any VIE with respect to the Money Laundering Laws is pending or, to the
knowledge of the Company or any Subsidiary or any VIE, threatened.
(qq) Anti-Bribery.
Neither the Company nor any of the Subsidiaries or VIEs has made any contribution or other payment to any official of, or candidate
for, any federal, state or foreign office in violation of any law. Neither the Company, nor any of its Subsidiaries or VIEs or
affiliates, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company, or any of
its Subsidiaries or VIEs or affiliates, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful
expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government
official or employee, to any employee or agent of a private entity with which the Company does or seeks to do business or to foreign
or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable law or regulation
implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any
applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery
Act 2010, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case,
the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or will take any
action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that
all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to
obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff,
influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries and VIEs has
instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve
compliance with the laws referred to in (iii) above and with this representation and warranty; none of the Company, nor any of its
Subsidiaries or VIEs or affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or
otherwise make available such proceeds to any Subsidiary, VIE, Affiliate, joint venture partner or other person or entity for the
purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are,
and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the
Company, its Subsidiaries or VIEs or affiliates, or any of their respective current or former directors, officers, employees,
shareholders, representatives or agents, or other persons acting or purporting to act on their behalf.
(rr)
PRC Related Representations. Each of the Company and its Subsidiaries and VIEs has complied, and has taken all steps to ensure
compliance, in material respects, by each of its shareholders, directors and officers that is, or is directly or indirectly owned or
controlled by, a PRC resident or citizen with any applicable rules and regulations of the relevant PRC government agencies in effect
on the applicable Closing Date (including but not limited to the Ministry of Commerce, the National Development and Reform Commission,
the CSRC and the State Administration of Foreign Exchange) (the “SAFE”) relating to overseas investment by PRC residents
and citizens (the “PRC Overseas Investment and Listing Regulations”), including, requesting each such person that
is, or is directly or indirectly owned or controlled by, a PRC resident or citizen to complete any registration and other procedures
required under applicable PRC Overseas Investment and Listing Regulations (including any applicable rules and regulations of the SAFE)
and the CSRC filing as required under the PRC laws related to this transaction. The Company is aware of and has been advised as to the
content of the Provisions on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors and any official clarifications, guidance,
interpretations, implementation rules, revisions in connection with or related thereto in effect on the applicable Closing Date (the
“PRC Mergers and Acquisitions Rules”) 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 the State
Administration of Foreign Exchange on August 8, 2006, including the provisions thereof which purport to require offshore special purpose
entities formed for listing purposes and controlled directly or indirectly by PRC companies or individuals to obtain the approval of
the CSRC prior to the listing and trading of their securities on an overseas stock exchange. The Company has received legal advice specifically
with respect to the PRC Mergers and Acquisitions Rules from its PRC counsel, and the Company understands such legal advice. In addition,
the Company has communicated such legal advice in full to each of its directors and each such director has confirmed that he or she understands
such legal advice. The issuance and sale of the securities, the listing and trading of the securities on and the consummation of the
transactions contemplated by this Agreement and the other Transaction Documents (A) are not and will not be, as of the date hereof or
at the applicable Closing Date, as the case may be, adversely affected by the PRC Mergers and Acquisitions Rules and (B) do not require
the prior approval of the CSRC.
(ss) Foreign
Private Issuer. The Company is a “foreign private issuer” as defined in Rule 405 promulgated under the Securities
Act.
(tt) Intentionally
Omitted.
(uu) No
Immunity. None of the Company or its Subsidiaries or VIEs or any of their respective properties, assets or revenues has any
right of immunity, under the laws of Hong Kong, the PRC or the State of New York, from any legal action, suit or proceeding, the
giving of any relief in any such legal action, suit or proceeding, set-off or counterclaim, the jurisdiction of any Hong Kong, the
PRC, New York or United States federal court, service of process, attachment upon or prior to judgment, or attachment in aid of
execution of judgment, or execution of a judgment, or other legal process or proceeding for the giving of any relief or for the
enforcement of a judgment, in any such court, with respect to its obligations, liabilities or any other matter under or arising out
of or in connection with this Agreement; and, to the extent that the Company or any of its Subsidiaries or VIEs or any of their
respective properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court
in which proceedings may at any time be commenced, each of the Company and its Subsidiaries and VIEs waives or will waive such right
to the extent permitted by law and has consented to such relief and enforcement as provided in this Agreement.
(vv) Validity
of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Transaction
Documents is a valid choice of law under the laws of the British Virgin Islands and the PRC and will be honored by courts in the
British Virgin Islands and the PRC provided such choice of law is a valid and binding selection under the laws of the State of New
York. The Company has the power to submit, and pursuant to this Agreement and the other Transaction Documents, has legally, validly,
effectively and irrevocably submitted, to the personal jurisdiction of each of the State of New York and United States Federal court
sitting in New York County (each, a “New York Court”) and has validly and irrevocably waived any objection to the
laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and
empower, and pursuant to this Agreement and the other Transaction Documents, has legally, validly, effectively and irrevocably
designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this
Agreement or the other Transaction Documents, or the offering of the Securities in any New York Court, and service of process
effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in this
Agreement and the other Transaction Documents
(ww) Enforceability
of Judgment. Any final judgment 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 the other
Transaction Documents and any instruments or agreements entered into for the consummation of the transactions contemplated herein
and therein would be declared enforceable against the Company, without re-examination or review of the merits of the cause of action
in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by the courts of the British
Virgin Islands and the PRC, provided that with respect to courts of the PRC, (A) adequate service of process has been effected and
the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the
law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict
with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same
matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court and provided with respect to the
courts of the British Virgin Islands, such judgment or order (A) is given by a foreign court of competent jurisdiction; (B) is final
and conclusive (C) is not in respect of a tax, fine or other penalty (D) was not obtained by fraud; and (E) is not of a kind, the
enforcement of which is contrary to public policy in the British Virgin Islands. The Company is not aware of any reason why the
enforcement in the British Virgin Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to
public policy of the British Virgin Islands or the PRC.
3.2 Representations
and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the
date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate
as of such date):
(a) Organization;
Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company
or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise
to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such
Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership,
limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a
party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute
the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited
by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable
law.
(b) Understandings
or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement
or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty
not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with
applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.
(c) Purchaser
Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, it will be an “accredited
Purchaser” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act.
(d) Experience
of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience
in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,
and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the
Securities and, at the present time, is able to afford a complete loss of such investment.
(e) Access
to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits
and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary
of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities
and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results
of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity
to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary
to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the Placement
Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securities
nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation
as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public information
with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities
to such Purchaser, neither the Placement Agent nor any of its affiliates has acted as a financial advisor or fiduciary to such Purchaser.
(f) Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has
any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or
sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first
received a term sheet (written or oral) from the Company, the Placement Agent or any other Person representing the Company setting forth
the material pricing terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding
the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate
portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the
portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with
respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered
by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without
limitation, its officers, directors, partners, legal and other advisors, employees, agents and affiliates, such Purchaser has maintained
the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).
The
Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement
or the consummation of the transactions contemplated hereby.
ARTICLE
IV.
OTHER AGREEMENTS OF THE PARTIES
4.1 [RESERVED]
4.2 Furnishing
of Information. Until no Purchaser owns Securities, the Company covenants to timely file (or obtain extensions in respect thereof
and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange
Act even if the Company is not then subject to the reporting requirements of the Exchange Act.
4.3 Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations
of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder
approval is obtained before the closing of such subsequent transaction.
4.4
Securities Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material
terms of the transactions contemplated hereby, and (b) file a Report of Foreign Private Issuer on Form 6-K, including the Transaction
Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such
press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered
to any of the Purchasers by the Company or any of its Subsidiaries or VIEs, or any of their respective officers, directors, employees,
affiliates or agents, including, without limitation, the Placement Agent, in connection with the transactions contemplated by the Transaction
Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality
or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or its VIEs or any
of their respective officers, directors, agents, employees, affiliates or agents, including, without limitation, the Placement Agent,
on the one hand, and any of the Purchasers or any of their affiliates on the other hand, shall terminate and be of no further force or
effect. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions
in securities of the Company. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect
to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make
any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the
prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or
delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with
prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name
of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market,
without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of
final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations,
in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b) and reasonably
cooperate with such Purchaser regarding such disclosure.
4.5 Intentionally
Omitted.
4.6
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting
on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes
constitutes, material non-public information, unless prior thereto such Purchaser shall have consented in writing to the receipt of such
information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that each
Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company,
any of its Subsidiaries or VIEs, or any of their respective officers, directors, agents, employees or affiliates delivers any material,
non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser
shall not have any duty of confidentiality to the Company, any of its Subsidiaries or VIEs, or any of their respective officers, directors,
employees, affiliates or agents, including, without limitation, the Placement Agent, or a duty to the Company, any of its Subsidiaries
or VIEs any of their respective officers, directors, employees, affiliates or agents, including, without limitation, the Placement Agent,
not to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to Applicable Law.
To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information
regarding the Company or any Subsidiaries or VIEs, the Company shall simultaneously with the delivery of such notice file such notice
with the Commission pursuant to a Report of Foreign Private Issuer on Form 6-K. The Company understands and confirms that each Purchaser
shall be relying on the foregoing covenant in effecting transactions in securities of the Company.
4.7 Use
of Proceeds. Except as set forth in the Pricing Prospectus and the Prospectus, the Company shall use the net proceeds from the sale
of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of
the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices),
(b) for the redemption of any Ordinary Shares or Ordinary Share Equivalents, (c) for the settlement of any outstanding litigation or
(d) in violation of FCPA or OFAC regulations.
4.8 Indemnification
of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser and its directors,
officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person
holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members,
partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack
of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all
losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements,
court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result
of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement
or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their
respective affiliates, by any shareholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the
transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Purchaser Party’s
representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may
have with any such shareholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser
Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct). If any action shall be brought
against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly
notify the Company in writing, and, the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably
acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate
in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent
that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable
period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel a
material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the
Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be
liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior
written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent, that a loss, claim,
damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements
made by such Purchaser Party in this Agreement. The indemnification required by this Section 4.8 shall be made by periodic payments of
the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements
contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and
any liabilities the Company may be subject to pursuant to law.
4.9 Reservation
of Ordinary Shares. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available
at all times, free of preemptive rights, a sufficient number of Ordinary Shares for the purpose of enabling the Company to issue Shares
pursuant to this Agreement.
4.10 Listing
of Ordinary Shares. The Company hereby agrees to use commercially reasonable efforts to maintain the listing or quotation of the
Ordinary Share on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list
or quote all of the Shares on such Trading Market and promptly secure the listing of all of the Shares on such Trading Market. The Company
further agrees, if the Company applies to have the Ordinary Shares traded on any other Trading Market, it will then include in such application
all of the Shares, and will take such other action as is necessary to cause all of the Shares to be listed or quoted on such other Trading
Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its
Ordinary Shares on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations
under the bylaws or rules of the Trading Market, except for those home country exemptions afforded to the Company under the laws of British
Virgin Islands. The Company agrees to use commercially reasonable efforts to maintain the eligibility of the Ordinary Shares for electronic
transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment
of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.
4.11 [Reserved].
4.12 [Reserved].
4.13 Equal
Treatment of Purchasers. No consideration (including any modification of this Agreement) shall be offered or paid to any Person to
amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also offered to all
of the parties to this Agreement. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by
the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall
not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of
Securities or otherwise.
4.14 Certain
Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it
nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short
Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time
that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described
in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions
contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.4,
such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure
Schedules (other than as disclosed to its legal and other representatives). Notwithstanding the foregoing and notwithstanding anything
contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation,
warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the
transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section
4.4, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance
with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced
pursuant to the initial press release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty
not to trade in the securities of the Company to the Company, any of its Subsidiaries or VIEs, or any of their respective officers, directors,
employees, affiliates, or agent, including, without limitation, the Placement Agent, after the issuance of the initial press release
as described in Section 4.4. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby
separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge
of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set
forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision
to purchase the Securities covered by this Agreement.
4.15 [Reserved]
4.16 [Reserved]
4.17 Passive
Foreign Investment Company. The Company shall conduct its business, and shall cause its Subsidiaries and VIEs to conduct their respective
businesses, in such a manner designed to ensure that the Company will not be deemed to constitute a passive foreign investment company
within the meaning of Section 1297 of the Code.
4.18 PRC
Compliance. The Company shall comply with the PRC Overseas Investment and Listing Regulations, and use its reasonable efforts to
cause holders of its Ordinary Shares that are, or that are directly or indirectly owned or controlled by, Chinese residents or Chinese
citizens, to comply with the PRC Overseas Investment and Listing Regulations applicable to them, including requesting each such shareholder
to complete any registration, the CSRC filing and other procedures required under applicable PRC Overseas Investment and Listing Regulations
(including any applicable rules and regulations of the SAFE).
ARTICLE
V.
MISCELLANEOUS
5.1 Termination.
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever
on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been
consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such
termination will affect the right of any party to sue for any breach by any other party (or parties).
5.2 Fees
and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses
of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without
limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered
by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.
5.3 Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Pricing Prospectus and the Prospectus,
contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements
and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents,
exhibits and schedules.
5.4
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is
delivered via email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New
York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered
via email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later
than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if
sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required
to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent
that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the
Company or any Subsidiaries or VIEs, the Company shall simultaneously file such notice with the Commission pursuant to a Report of Foreign
Private Issuer on Form 6-K.
5.5 Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in
the case of an amendment, by the Company and Purchasers which purchased at least 50.1% in interest of the Shares based on the initial
Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) or, in the case of a waiver, by the party against
whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately and
adversely impacts a Purchaser (or group of Purchasers), the consent of at least 50.1% in interest of such disproportionately impacted
Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement
of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner
impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the
rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior
written consent of such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon
each Purchaser and holder of Securities and the Company.
5.6 Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any
of the provisions hereof.
5.7 Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser
(other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns
or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities,
by the provisions of the Transaction Documents that apply to the “Purchasers.”
5.8 No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in
Section 4.8 and this Section 5.8.
5.9 Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts
of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,
directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts
sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents),
and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party
hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing
a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect
for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.
If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the
obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing
party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution
of such Action or Proceeding.
5.10 Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.
5.11 Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that
the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery (including any electronic
signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act
or other applicable law, e.g., www.docusign.com) or other transmission method, such signature shall be deemed to have been duly and validly
delivered and shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with
the same force and effect as if such “.pdf” signature page were an original thereof.
5.12 Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.
5.13 Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any
of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document
and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind
or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in
whole or in part without prejudice to its future actions and rights.
5.14 Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall
issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of
and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company
of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable
third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.
5.15 Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers
and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may
not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and
hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law
would be adequate.
5.16 Payment
Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a
Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or
any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or
are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,
without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such
restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such enforcement or setoff had not occurred.
5.17 Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several
and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance
of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document,
and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently
protect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction
Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose.
Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For
reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to communicate with the Company through
EGS. EGS does not represent any of the Purchasers and only represents the Placement Agent. The Company has elected to provide all Purchasers
with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so
by any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction
Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between
and among the Purchasers.
5.18 Liquidated
Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents
is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have
been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts
are due and payable shall have been canceled.
5.19 Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.
5.20 Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents
and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall
not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to
share prices and Ordinary Shares in any Transaction Document shall be subject to adjustment for reverse and forward share splits, dividends,
share combinations and other similar transactions of the Ordinary Shares that occur after the date of this Agreement.
5.21 WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY RELATED TO
THE TRANSACTION DOCUMENTS, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY,
UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
(Signature
Pages Follow)
IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.
| MEIWU
TECHNOLOGY COMPANY LIMITED |
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Address
for Notice: |
| By:
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| Name: |
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E-Mail: |
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| Title: |
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| With
a copy to (which shall not constitute notice): |
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| Hunter
Taubman Fischer & Li LLC |
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| 950
Third Avenue, 19th Floor |
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| New
York, NY 10022 |
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| E-mail:
yli@htflawyers.com |
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| Attention:
Ying Li, Esq. |
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[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE
PAGE FOR PURCHASER FOLLOWS]
[PURCHASER
SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]
IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.
Name
of Purchaser: ________________________________________________________
Signature
of Authorized Signatory of Purchaser: _________________________________
Name
of Authorized Signatory: _______________________________________________
Title
of Authorized Signatory: ________________________________________________
Email
Address of Authorized Signatory: _________________________________________
Address
for Notice to Purchaser:
Subscription
Amount: $_________________
Shares:
_________________
EIN
Number: ____________________
☐ Notwithstanding
anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities
set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities
to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the first
(1st) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but
prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument,
certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation
of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as
applicable) to such other party on the Closing Date.
[SIGNATURE
PAGES CONTINUE]
Exhibit
99.3
Form
of Lock-Up Agreement
November
27, 2024
| Re: | Securities
Purchase Agreement, dated as of October 22, 2024 (the “Purchase Agreement”),
between Meiwu Technology Company Limited (the “Company”) and the purchaser
signatory thereto (the “Purchaser”) |
Ladies
and Gentlemen:
Defined
terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in
the Purchase Agreement. To avoid the conflict of interest as the undersigned both offering and sell the shares on behalf of the Company
and for his own personal account, the undersigned irrevocably agrees with the Company that, during the period commencing on the date
hereof and ending one hundred eighty (180) days after the date hereof (such period, the “Restriction Period”) the
undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which
is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition
due to cash settlement or otherwise) by the undersigned or any Company Affiliate of the undersigned or any person in privity with the
undersigned or any Company Affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position
or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), with respect to, any Ordinary Shares of the Company or securities convertible, exchangeable
or exercisable into, Ordinary Shares of the Company beneficially owned, held or hereafter acquired by the undersigned (the “Securities”).
Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act.
Notwithstanding
the foregoing, and subject to the conditions below, the undersigned may transfer the Securities provided that (1) the Company receives
a signed lock-up letter agreement (in the form of this Letter Agreement) for the balance of the Restriction Period from each donee, trustee,
distributee, or transferee, as the case may be, prior to such transfer, (2) any such transfer shall not involve a disposition for value,
(3) such transfer is not required to be reported with the Securities and Exchange Commission in accordance with the Exchange Act and
no report of such transfer shall be made voluntarily, and (4) neither the undersigned nor any donee, trustee, distributee or transferee,
as the case may be, otherwise voluntarily effects any public filing or report regarding such transfers, with respect to transfer:
| |
i) |
as
a bona fide gift or gifts; |
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ii) |
to
any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the
undersigned (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage
or adoption, not more remote than first cousin); |
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iii) |
to
any corporation, partnership, limited liability company, or other business entity all of the equity holders of which consist of the
undersigned and/or the immediate family of the undersigned; |
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iv) |
if
the undersigned is a corporation, partnership, limited liability company, trust or other business entity (a) to another corporation,
partnership, limited liability company, trust or other business entity that is a Company Affiliate of the undersigned or (b) in the
form of a distribution to limited partners, limited liability company members or stockholders of the undersigned; |
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v) |
if
the undersigned is a trust, to the beneficiary of such trust; |
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vi) |
by
will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate
family of the undersigned; or |
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vii) |
of
securities purchased in open market transactions after the Closing Date. |
In
addition, notwithstanding the foregoing, this Letter Agreement shall not restrict the delivery of Ordinary Shares to the undersigned
upon (i) exercise of any options granted under any employee benefit plan of the Company; provided that any Ordinary Shares or Securities
acquired in connection with any such exercise will be subject to the restrictions set forth in this Letter Agreement, or (ii) the exercise
of warrants; provided that such Ordinary Shares delivered to the undersigned in connection with such exercise are subject to the restrictions
set forth in this Letter Agreement.
Furthermore,
the undersigned may enter into any new plan established in compliance with Rule 10b5-1 of the Exchange Act; provided that (i) such plan
may only be established if no public announcement or filing with the Securities and Exchange Commission, or other applicable regulatory
authority, is made in connection with the establishment of such plan during the Restriction Period and (ii) no sale of Ordinary Shares
are made pursuant to such plan during the Restriction Period.
The
undersigned acknowledges that the execution, delivery and performance of this Letter Agreement is a material inducement to the Company
to complete the transactions contemplated by the Purchase Agreement and the Company shall be entitled to specific performance of the
undersigned’s obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute,
deliver and perform this Letter Agreement, that the undersigned has received adequate consideration therefor and that the undersigned
will indirectly benefit from the closing of the transactions contemplated by the Purchase Agreement.
This
Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company and the undersigned.
This Letter Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles
of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting
in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action
or proceeding arising out of or relating to this Letter Agreement, and hereby waives, and agrees not to assert in any such suit, action
or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding
is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by receiving a copy thereof
sent to the Company at the address in effect for notices to it under the Purchase Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. The undersigned hereby waives any right to a trial by jury. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The undersigned agrees and understands
that this Letter Agreement does not intend to create any relationship between the undersigned and any Purchaser and that no Purchaser
is entitled to cast any votes on the matters herein contemplated and that no issuance or sale of the Securities is created or intended
by virtue of this Letter Agreement.
This
Letter Agreement shall be binding on successors and assigns of the undersigned with respect to the Securities and any such successor
or assign shall enter into a similar agreement for the benefit of the Company. This Letter Agreement is intended for the benefit of the
parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person.
***
SIGNATURE PAGE FOLLOWS***
This
Letter Agreement may be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement.
| /s/
Changbin Xia |
|
| Signature |
|
Name:
Changbin Xia
Address
for Notice:
1602,
Building C, Sheye Century Industrial Center
No.743
Zhoushi Road, Hangcheng Street,
Bao’an
District,
Shenzhen,
People’s Republic of China
By
signing below, the Company agrees to enforce the restrictions on transfer set forth in this Letter Agreement.
Meiwu
Technology Company Limited
| By:
|
/s/
Xinliang Zhang |
|
| Name: |
Xinliang
Zhang |
|
| Title:
|
Co-Chief
Executive Officer and Director |
|
Meiwu Technology (NASDAQ:WNW)
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