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 October, 2024
Commission File Number: 333-280198
STAR FASHION CULTURE HOLDINGS LIMITED
(Registrant’s Name)
12F, No.611, Sishui Road
Huli District,
Xiamen
People’s Republic of China
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
Entry into a Material Definitive Agreement.
On October 10, 2024, Star
Fashion Culture Holdings Limited (the “Company”) entered into an underwriting agreement, substantially in the form
attached as Exhibit 1.1 hereto and incorporated herein by reference, with Cathay Securities, Inc,, Inc. as representative named thereof,
in connection with its initial public offering (“IPO”) of 2,150,000 Class A ordinary shares, par value $0.00001 per
share (the “Class A Ordinary Shares”) at a price of $4.00 per share. The Company’s Registration Statement on
Form F-1 (File No. 333-280198) for the IPO, originally filed with the U.S. Securities and Exchange Commission (the “Commission”)
on June 14, 2024 (as amended, the “Registration Statement”) was declared effective by the Commission on September 30,
2024.
Other Events.
In connection with the IPO,
the Company adopted a code of business conduct and ethics, audit committee charter, compensation committee charter and nomination committee
charter, attached as Exhibits 99.1, 99.2, 99.3 and 99.4 to the Registration Statement, respectively, as well as an insider trading policy
and a whistleblower policy, copies of which are attached as Exhibit 99.5 and 99.6 hereto, respectively, and incorporated herein by reference.
On October 11, 2024, the
Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.7 to this Current Report on
Form 6-K.
On October 15, 2024, the
Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.8 to this Current Report on
Form 6-K.
Financial Statements and Exhibits.
The following exhibits are
being filed herewith:
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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Star Fashion Culture
Holdings Limited |
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|
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| Date: October 21, 2024 |
By: |
/s/
Liu Xiaohua |
| |
Name: |
Liu Xiaohua |
| |
Title: |
Chief Executive Officer
and Director |
2
Exhibit 1.1
STAR FASHION CULTURE HOLDINGS LIMITED
UNDERWRITING AGREEMENT
New York, New York
October 10, 2024
Cathay Securities, Inc., as Representative of the several Underwriters
40 Wall Street, Suite 3600
New York, NY 10005
Dear Ladies and Gentlemen:
Star Fashion Culture Holdings Limited, a British
Virgin Islands company (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described
in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Star Fashion Culture Holdings Limited, (the
“Company”)) hereby confirms its agreement (this “Agreement”) with Cathay Securities, Inc. (hereinafter
referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters
named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters
being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
1. Purchase and Sale of Shares.
1.1 Firm
Shares.
1.1.1 Nature
and Purchase of Firm Shares.
(i) On
the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company
agrees to issue and sell to the Underwriters an aggregate of 2,150,000 of the Company’s authorized and unissued Class A ordinary
shares, par value $0.00001 per share (the “Ordinary Shares”). The Ordinary Shares sold to the Underwriters by the Company
are collectively referred to as the “Firm Shares” herein.
(ii) The
Firm Shares are to be offered to the public at the offering price per Firm Share as set forth on Schedule 2-A hereto (the “Purchase
Price”). The Underwriters, several and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite
their respective names on Schedule 1 attached hereto and made part hereof at the purchase price of $3.72 per Firm Share (93% of
the Purchase Price).
1.1.2 Shares
Payment and Delivery.
(i) Delivery
and payment for the Firm Shares shall be made at 10:00 a.m., Eastern time, on October 15, 2024. The hour and date of delivery and payment
for the Firm Shares is called the “Closing Date.”
(ii) Payment
for the Firm Shares shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company
upon delivery of the certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares (or through the
facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Shares shall be registered
in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business
Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares except upon tender of payment by
the Representative for all of the Firm Shares. The term “Business Day” means any day other than a Saturday, a Sunday
or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.
1.2 Over-allotment
Option.
1.2.1 Option Shares. For the purposes
of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters
an option to purchase up to 322,500 additional Ordinary Shares, representing five percent (15%) of the Firm Shares sold in the offering,
from the Company (the “Over-allotment Option”). Such 322,500 additional Ordinary Shares, the net proceeds of which will be
deposited with the Company’s account, are hereinafter referred to as “Option Shares.” The purchase price to be
paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1(ii) hereof. The Firm Shares and the Option
Shares are hereinafter referred to together as the “Public Securities.” The offering and sale of the Public Securities
is hereinafter referred to as the “Offering.”
1.2.2 Exercise of Option. The Over-allotment
Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time
to time) of the Option Shares within thirty (30) days after the Closing Date. The Underwriters shall not be under any obligation to purchase
any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the
giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other
electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for
the Option Shares (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the
date of the notice or such other time as shall be agreed upon by the Company and the Representative, at such place (including remotely
by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment
for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of
the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein,
(i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each
of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares then being purchased
as set forth in Schedule 1 opposite the name of such Underwriter.
1.2.3 Payment and Delivery. Payment
for the Option Shares shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, payable to the order of the
Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Shares (or
through the facilities of DTC) for the account of the Underwriters. The Option Shares shall be registered in such name or names and in
such authorized denominations as the Representative may request in writing at least one (1) full Business Day prior to the Option Closing
Date. The Company shall not be obligated to sell or deliver the Option Shares except upon tender of payment by the Representative for
applicable Option Shares.
1.3 Escrow Agreement. Concurrently
with the execution and delivery of this Agreement, the Company, the Representative, and CFN Lawyers (the “Escrow Agent”),
shall enter into an escrow agreement (the “Escrow Agreement”), pursuant to which $100,000 in proceeds from the Offering
shall be deposited by the Company at Closing in a non-interest bearing escrow account (the “Escrow Account”). All remaining
funds in the Escrow Account that are not subject to an indemnification claim as of October 15, 2025 (12 months following the Closing)
will be returned to the Company in accordance with the terms of the Escrow Agreement. The Company shall be responsible for the fees and
expenses of the Escrow Agent.
2.
Representations and Warranties of the Company. The Company represents and warrants to each of the Underwriters as of the Applicable
Time (as defined below), as of the Closing Date and as of the Option Closing Date, if any, as follows:
2.1 Filing
of Registration Statement.
2.1.1 Pursuant
to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”)
a registration statement, and an amendment or amendments thereto, on Form F-1 (File No. 333-280198), including any related prospectus
or prospectuses, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Securities
Act”), which registration statement and amendment or amendments have been prepared by the Company in all material respects in
conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities
Act Regulations”) and will contain all material statements that are required to be stated therein in accordance with the Securities
Act and the Securities Act Regulations. Except as the context may otherwise require, such registration statement, as amended, on file
with the Commission at the time the registration statement became effective (including the Preliminary Prospectus (as defined below) included
in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated
by reference therein and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A of
the Securities Act Regulations (the “Rule 430A Information”)), is referred to herein as the “Registration
Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then
after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule
462(b). The Registration Statement was declared effective by the Commission on February 28, 2024 (the “Effective Date”).
Each prospectus used prior to the effectiveness
of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior
to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” The Preliminary Prospectus,
subject to completion, dated August 29, 2024, that was included in the Registration Statement immediately prior to the Applicable Time
is hereinafter called the “Pricing Prospectus.” The final prospectus in the form first filed pursuant to Rule 424(b)
under the Securities Act is hereinafter called the “Prospectus.” Any reference to the “most recent Preliminary
Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement.
“Applicable Time” means 9:00
a.m., Eastern time, on the date of this Agreement.
“Issuer Free Writing Prospectus”
means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations (“Rule 433”),
including, without limitation, any “free writing prospectus” (as defined in Rule 405 of the Securities Act Regulations) relating
to the Public Securities that is (i) required to be filed with the Commission by the Company, (ii) a “road show that is a written
communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) exempt
from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description of the Public Securities or of the Offering
that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required
to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).
“Issuer General Use Free Writing Prospectus”
means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors (other than a “bona
fide electronic road show,” as defined in Rule 433 (the “Bona Fide Electronic Road Show”)), as evidenced by its
being specified in Schedule 2-B hereto.
“Issuer Limited Use Free Writing Prospectus”
means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.
“Pricing Disclosure Package”
means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the Pricing Prospectus and the information
included on Schedule 2-A hereto, all considered together.
2.1.1 Pursuant to the Exchange Act. The
Company has filed with the Commission a Form 8-A (File Number 001-42362) providing for the registration pursuant to Section 12(b) under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Ordinary Shares. The registration of the
Ordinary Shares under the Exchange Act has been declared effective by the Commission on or prior to the date hereof. The Company has taken
no action designed to, or 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.
2.2 Stock Exchange Listing. The
Ordinary Shares have been approved for listing on The Nasdaq Capital Market (the “Exchange”) under the symbol “STFS”,
and the Company has taken no action designed to, or likely to have the effect of, delisting the Ordinary Shares from the Exchange, nor
has the Company received any notification that the Exchange is contemplating terminating such listing except as described in the Registration
Statement, the Pricing Disclosure Package and the Prospectus.
2.3 No Stop Orders, etc. Neither
the Commission nor, to the Company’s knowledge, any state regulatory authority has issued any order preventing or suspending the
use of the Registration Statement, any Preliminary Prospectus or the Prospectus or has instituted or, to the Company’s knowledge,
threatened to institute, any proceedings with respect to such an order. The Company has complied with each request (if any) from the Commission
for additional information.
2.4 Disclosures
in Registration Statement.
2.4.1 Compliance
with Securities Act and 10b-5 Representation.
(i) Each
of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects
with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus, including the prospectus
filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus,
at the time each was filed with the Commission, complied in all material respects with the requirements of the Securities Act and the
Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the
Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except
to the extent permitted by Regulation S-T.
(ii) Neither
the Registration Statement nor any amendment thereto, at its effective time, as of the Applicable Time, at the Closing Date or at any
Option Closing Date (if any), contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit
to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
(iii) The
Pricing Disclosure Package, as of the Applicable Time, at the Closing Date or at any Option Closing Date (if any), did not, does not and
will not include 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; and each Issuer Limited Use Free Writing Prospectus hereto
does not conflict with the information contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or
the Prospectus, and each such Issuer Limited Use Free Writing Prospectus, as supplemented by and taken together with the Pricing Prospectus
as of the Applicable Time, did not include an untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however,
that this representation and warranty shall not apply to statements made or statements omitted in reliance upon and in conformity with
written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration
Statement, the Pricing Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree
that such information provided by or on behalf of any Underwriter consists solely of the following disclosure contained in the “Underwriting”
section of the Prospectus (the “Underwriters’ Information”); and
(iv) Neither
the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing
with the Commission pursuant to Rule 424(b), at the Closing Date or at any Option Closing Date, included, includes or will include an
untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and
warranty shall not apply to the Underwriters’ Information.
2.4.1 Disclosure of Agreements. The
agreements and documents described in the Registration Statement, the Pricing Disclosure Package and the Prospectus conform in all material
respects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act and
the Securities Act Regulations to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or to
be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other
instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i)
that is filed as an exhibit to the Registration Statement, the Pricing Disclosure Package and the Prospectus, or (ii) is material to the
Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects
and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms,
except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the Federal and state securities
laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments
has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder
and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute
a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements
or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental
agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental
Entity”), including, without limitation, those relating to environmental laws and regulations.
2.4.2 Prior Securities Transactions. During
the period starting three (3) years prior to the date of this Agreement, no securities of the Company have been sold by the Company or
by or on behalf of, or for the benefit of, any person or persons controlling, controlled by or under common control with the Company,
except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Preliminary Prospectus.
2.4.3 Regulations. The disclosures
in the Registration Statement, the Pricing Disclosure Package and the Prospectus concerning the effects of Federal, state, local and all
foreign regulation on the Offering and the Company’s business as currently contemplated are correct in all material respects and
no other such regulations are required to be disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus
which are not so disclosed.
2.5 Changes
After Dates in Registration Statement.
2.5.1 No Material Adverse Change. Since
the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
except as otherwise specifically stated therein: (i) there has been no material adverse change in the financial position or results of
operations of the Company, nor any change or development that, singularly or in the aggregate, would involve a material adverse change
or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets
or prospects of the Company (a “Material Adverse Change”); (ii) there have been no material transactions entered into
by the Company, other than as contemplated pursuant to this Agreement; and (iii) no officer or director of the Company has resigned from
any position with the Company.
2.5.2 Recent Securities Transactions, etc.
Subsequent to the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package
and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, the Company has not: (i) issued any securities or incurred any liability or obligation, direct
or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital
stock.
2.6 Independent Accountants. To
the knowledge of the Company, Enrome LLP (the “Auditor”), whose report is filed with the Commission as part of the
Registration Statement, the Pricing Disclosure Package and the Prospectus, is an independent registered public accounting firm as required
by the Securities Act and the Securities Act Regulations and the Public Company Accounting Oversight Board. The Auditor has not, during
the periods covered by the financial statements included in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.
2.7 Financial Statements, etc. The
financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the
periods to which they apply; and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles
(“GAAP”), consistently applied throughout the periods involved (provided that unaudited interim financial statements
are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required
by GAAP); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein.
Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement,
the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. The pro forma and pro forma
as adjusted financial information and the related notes, if any, included in the Registration Statement, the Pricing Disclosure Package
and the Prospectus have been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and the
Securities Act Regulations and present fairly the information shown therein, and the assumptions used in the preparation thereof are reasonable
and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures
contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures”
(as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item
10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Pricing Disclosure Package
and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations),
and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect
on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital
resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or
described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being a subsidiary of the Company (each,
a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material liabilities or
obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company
has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been
any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under
any stock compensation plan, and (d) there has not been any material adverse change in the Company’s long-term or there has been
no change in the Company’s internal control over financial reporting that has materially and adversely affected, or is reasonably
likely to materially and adversely affect, the Company’s internal control over financial reporting.
2.8 Authorized Capital; Options, etc.
The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in the Registration Statement,
the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date the adjusted stock capitalization set forth
therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure Package and the Prospectus, on
the Effective Date, as of the Applicable Time and on the Closing Date and any Option Closing Date, there will be no stock options, warrants,
or other rights to purchase or otherwise acquire any authorized, but unissued Ordinary Shares of the Company or any security convertible
or exercisable into Ordinary Shares of the Company, or any contracts or commitments to issue or sell Ordinary Shares or any such options,
warrants, rights or convertible securities.
2.9 Valid
Issuance of Securities, etc.
2.9.1 Outstanding Securities. All
issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized
and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are
not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive
rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized Ordinary Shares
conform in all material respects to all statements relating thereto contained in the Registration Statement, the Pricing Disclosure Package
and the Prospectus. The offers and sales of the outstanding Ordinary Shares were at all relevant times either registered under the Securities
Act and the applicable state securities or “blue sky” laws or, based in part on the representations and warranties of the
purchasers of such shares, exempt from such registration requirements.
2.9.2 Securities Sold Pursuant to this Agreement.
The Public Securities have been duly authorized for issuance and sale and, when issued and paid for, will be validly issued, fully
paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the
Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual
rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities
has been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained
in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
2.10 Registration Rights of Third Parties.
Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no holders of any securities
of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the right to require the
Company to register any such securities of the Company under the Securities Act or to include any such securities in a registration statement
to be filed by the Company.
2.11 Validity and Binding Effect of Agreements.
Each of this Agreement and the Escrow Agreement has been duly and validly authorized by the Company, and, when executed and delivered,
will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective
terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the Federal and state securities
laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefor may be brought.
2.12 No Conflicts, etc. The execution,
delivery and performance by the Company of this Agreement and all ancillary documents, the consummation by the Company of the transactions
herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without
the giving of notice or the lapse of time or both: (i) result in a material breach of, or conflict with any of the terms and provisions
of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or
encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a
party; (ii) result in any violation of the provisions of the Company’s Memorandum and Articles of Association (as the same may be
amended or restated from time to time, the “Governing Documents”); or (iii) violate any existing applicable law, rule,
regulation, judgment, order or decree of any Governmental Entity as of the date hereof except in the case of clauses (i) and (iii) for
any such breach, conflict, violation, default, lien, charge or encumbrance that would not reasonably be expected to result in, individually
or in the aggregate, a Material Adverse Change.
2.13 No Defaults; Violations. No
material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture,
mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money,
or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of
the properties or assets of the Company is subject. The Company is not (i) in violation of any term or provision of its Governing Documents,
(ii) in violation of any franchise, license or permit or (iii) in violation of applicable law, rule, regulation, judgment or decree of
any Governmental Entity except in the case of clause (ii) and (iii) for any such violation that would not reasonably be expected to result
in, individually or in the aggregate, a Material Adverse Change.
2.14 Corporate
Power; Licenses; Consents.
2.14.1 Conduct of Business. Except
as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has all requisite corporate
power and authority, and has all necessary material authorizations, approvals, orders, licenses, certificates and permits of and from
all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business purpose as described in the
Registration Statement, the Pricing Disclosure Package and the Prospectus.
2.14.2 Transactions Contemplated Herein.
The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof,
and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization
or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the
Public Securities and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated by the Registration
Statement, the Pricing Disclosure Package and the Prospectus, except (i) such consents, approvals, authorizations, orders, filings, registrations
or qualifications that have already been obtained or made and (ii) with respect to applicable Federal and state securities laws and the
rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).
2.15 D&O Questionnaires. To
the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”) completed by each of
the Company’s directors and officers immediately prior to the Offering (the “Insiders”) as supplemented by all
information concerning the Company’s directors, officers and principal shareholders as described in the Registration Statement,
the Pricing Disclosure Package and the Prospectus, as well as in the Lock-Up Agreements (as defined in Section 2.24 below), provided to
the Underwriters, is true and correct in all material respects and the Company has not become aware of any information which would cause
the information disclosed in the Questionnaires to become materially inaccurate and incorrect.
2.16 Litigation; Governmental Proceedings.
There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending or, to the
Company’s knowledge, threatened against, or involving the Company or, to the Company’s knowledge, any executive officer or
director which has not been disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus or in connection
with the Company’s listing application for the listing of the Public Securities on the Exchange, except as would not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Change on the Company.
2.17 Good Standing. The Company
has been duly organized and is validly existing as a corporation and is in good standing under the laws of the Cayman Islands as of the
date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of
property or the conduct of business requires such qualification, except where the failure to be so qualified, singularly or in the aggregate,
would not reasonably be expected to result in a Material Adverse Change.
2.18 Insurance. The Company carries
or is entitled to the benefits of insurance, with, to the Company’s knowledge, reputable insurers, in such amounts and covering
such risks which the Company believes are adequate, including, but not limited to, directors and officers insurance coverage at least
equal to $500,000, and the Company has included each Underwriter as an additional insured party to the directors and officers insurance
coverage and all such insurance is in full force and effect. The Company has no reason to believe that it will not be able (i) to renew
its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may
be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Change.
2.19 Transactions
Affecting Disclosure to FINRA.
2.19.1 Finder’s Fees. Except
as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no claims, payments, arrangements,
agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Insider
with respect to the sale of the Public Securities hereunder or any other arrangements, agreements or understandings of the Company or,
to the Company’s knowledge, any of its shareholders that may affect the Underwriters’ compensation, as determined by FINRA.
2.19.2 Payments Within Twelve (12) Months.
Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has not made any
direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise,
in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to
the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or association with any
FINRA member, within the twelve (12) months prior to the Effective Date, other than the payment to the Underwriters as provided hereunder
in connection with the Offering.
2.19.3 Use of Proceeds. None of the
net proceeds of the Offering will be paid by the Company to any participating FINRA member or its affiliates, except as specifically authorized
herein.
2.19.4 FINRA Affiliation. Except as
described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, to the Company’s knowledge, there is
no (i) officer or director of the Company, (ii) beneficial owner of 10% or more of any class of the Company’s securities or (iii)
beneficial owner of the Company’s unregistered equity securities which were acquired during the 180-day period immediately preceding
the filing of the Registration Statement, that is an affiliate or associated person of a FINRA member participating in the Offering (as
determined in accordance with the rules and regulations of FINRA).
2.19.5 Information. To the Company’s
knowledge, all information provided by the Company in its FINRA questionnaire to Haneberg Hurlbert PLC (“Underwriters’
Counsel”) specifically for use by Underwriters’ Counsel in connection with its Public Offering System filings (and related
disclosure) with FINRA is true, correct and complete in all material respects.
2.20 Foreign Corrupt Practices Act.
None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or affiliate
of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, has, directly or indirectly,
given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of
business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of any governmental agency or
instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other
person who was, is, or may be in a position to help or hinder the business of the Company (or assist it in connection with any actual
or proposed transaction) that (i) might subject the Company to any damage or penalty in any civil, criminal or governmental litigation
or proceeding, (ii) if not given in the past, might have had a Material Adverse Change or (iii) if not continued in the future, might
adversely affect the assets, business, operations or prospects of the Company. The Company has taken reasonable steps to ensure that its
accounting controls and procedures are sufficient to cause the Company to comply in all material respects with the Foreign Corrupt Practices
Act of 1977, as amended.
2.21 Compliance with OFAC. None
of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company
and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions
administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company
will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently
subject to any U.S. sanctions administered by OFAC.
2.22 Money Laundering Laws. The
operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping
and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of
all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”); and no action, suit
or proceeding by or before any Governmental Entity involving the Company with respect to the Money Laundering Laws is pending or, to the
best knowledge of the Company, threatened.
2.23 Officers’ Certificate. Any
certificate signed by any duly authorized officer of the Company and delivered to you or to Underwriters’ Counsel shall be deemed
a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
2.24 Lock-Up Agreements. Schedule
3 hereto contains an accurate list of the Company’s officers, directors, to the Company’s knowledge, each holder of record
of in excess of 5% of the Company’s outstanding Ordinary Shares (or securities convertible or exercisable into Ordinary Shares)
and certain other shareholders of the Company (collectively, the “Lock-Up Parties”). The Company has caused each of
the Lock-Up Parties to deliver to the Representative an executed Lock-Up Agreement, in the form attached hereto as Exhibit A (the
“Lock-Up Agreement”), prior to the execution of this Agreement.
2.25 Subsidiaries. All direct and
indirect Subsidiaries of the Company are duly organized and in good standing under the laws of the place of organization or incorporation,
and each Subsidiary is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of business requires
such qualification, except where the failure to qualify would not result in a Material Adverse Change. The Company’s ownership and
control of each Subsidiary is as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
2.26 Related Party Transactions. There
are no business relationships or related party transactions involving the Company or any other person required to be described in the
Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required.
2.27 Board of Directors. The Board
of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned
“Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with
the Exchange Act, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act Regulations”),
the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder (the “Sarbanes-Oxley Act”) applicable to the Company
and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as
an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange.
In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under
the listing rules of the Exchange.
2.28 Sarbanes-Oxley
Compliance.
2.28.1 Disclosure Controls. The Company
has developed and currently maintains disclosure controls and procedures that will comply with Rule 13a-15 or 15d-15 under the Exchange
Act Regulations, and such controls and procedures are effective to ensure that all material information concerning the Company will be
made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other
public disclosure documents.
2.28.2 Compliance. The Company is,
or at the Applicable Time and on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley Act that are
then in effect and with which the Company is required to comply as of the Applicable Time or on the Closing Date, and has implemented
or will implement such programs and taken reasonable steps to ensure the Company’s future compliance (not later than the relevant
statutory and regulatory deadlines therefor) with all of the material provisions of the Sarbanes-Oxley Act then applicable to it.
2.29 Accounting Controls. The Company
and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15
under the Exchange Act Regulations) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision
of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with GAAP, including, but not limited to, 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. Except as disclosed
in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses
in its internal controls. To the Company’s knowledge, the Company’s auditor and the Audit Committee of the Board of Directors
of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls
over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to
adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known
to the Company’s management, whether or not material, that involves management or other employees who have a significant role in
the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires
the Company to comply with Section 404 of the Sarbanes-Oxley Act and the rules and regulations promulgated in connection therewith as
of an earlier date than it would otherwise be required to do so under applicable law.
2.30 No Investment Company Status. The
Company is not and, after giving effect to the Offering and the application of the proceeds thereof as described in the Registration Statement,
the Pricing Disclosure Package and the Prospectus, will not be, required to register as an “investment company,” as defined
in the Investment Company Act of 1940, as amended.
2.31 No Labor Disputes. No labor
dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company, is imminent.
2.32 Intellectual Property Rights. The
Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service
marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights
(“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently
carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the
Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on
and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar
fees for, any Intellectual Property Rights of others, except as described in the Registration Statement, the Pricing Disclosure Package
and the Prospectus. Neither the Company nor any of its Subsidiaries has received any notice alleging any such infringement, fee or conflict
with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate,
in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties
of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened
action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and
the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate,
together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual
Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have
not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the
Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual
Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually
or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change;
(D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company
infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has
not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any
such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to
result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation
in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition
agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis
of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with
the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s
knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential.
The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any
other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus
and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects
the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained
or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge,
any of its officers, directors or employees, or otherwise in violation of the rights of any persons.
2.33 Taxes. Except as would not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Change on the Company, each of the Company and its
Subsidiaries has (i) filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof
or has duly obtained extensions of time for the filing thereof and (ii) has paid all taxes (as hereinafter defined) shown as due on such
returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary except as currently
being contested in good faith and for which reserves required by GAAP have been created in the financial statements of the Company. The
provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient
for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial
statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing
authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of
statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries.
The term “taxes” means all Federal, state, local, foreign and other net income, gross income, gross receipts, sales, use,
ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp,
occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together
with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means
all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.
2.34 ERISA Compliance. The Company
is not subject to the Employee Retirement Income Security Act of 1974, as amended, or the regulations and published interpretations thereunder.
2.35 Compliance with Laws. The Company:
(A) is and at all times has been in compliance with all statutes, rules, or regulations applicable to the ownership, testing, development,
manufacture, packaging, processing, use, distribution, marketing, labeling, promotion, sale, offer for sale, storage, import, export or
disposal of any product manufactured or distributed by the Company (“Applicable Laws”), except as could not, individually
or in the aggregate, reasonably be expected to result in a Material Adverse Change; (B) has not received any warning letter, untitled
letter or other correspondence or notice from any other Governmental Entity 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 (“Authorizations”); (C) possesses all material Authorizations and such Authorizations are valid and
in full force and effect and are not in material violation of any term of any such Authorizations; (D) has not received notice of any
claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any Governmental Entity 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 Entity or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding
that if brought, would result in a Material Adverse Change; (E) has not received notice that any Governmental Entity has taken, is taking
or intends to take action to limit, suspend, modify or revoke any Authorizations and has no knowledge that any such Governmental Entity
is considering such action; 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 on the date
filed (or were corrected or supplemented by a subsequent submission).
2.36 Ineligible Issuer. At the time
of filing the Registration Statement and any post-effective amendment thereto, at the time of effectiveness of the Registration Statement
and any amendment thereto, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within
the meaning of Rule 164(h)(2) of the Securities Act Regulations) of the Public Securities and at the date hereof, the Company was not
and is not an “ineligible issuer,” as defined in Rule 405, without taking account of any determination by the Commission pursuant
to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.
2.37 Real Property. Except as set
forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its Subsidiaries have good and
marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or personal property which are material
to the business of the Company and its Subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security
interests, claims and defects that do not, singly or in the aggregate, materially affect the value of such property and do not interfere
with the use made and proposed to be made of such property by the Company or its Subsidiaries; and all of the leases and subleases material
to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries
holds properties described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, are in full force and effect,
and neither the Company nor any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone
adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning
the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
2.38 Contracts Affecting Capital. There
are no transactions, arrangements or other relationships between and/or among the Company, any of its affiliates (as such term is defined
in Rule 405 of the Securities Act Regulations) and any unconsolidated entity, including, but not limited to, any structured finance, special
purpose or limited purpose entity that could reasonably be expected to materially affect the Company’s or its Subsidiaries’
liquidity or the availability of or requirements for their capital resources required to be described in the Registration Statement, the
Pricing Disclosure Package and the Prospectus which have not been described as required.
2.39 Loans to Directors or Officers.
There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees
or indebtedness by the Company or its Subsidiaries to or for the benefit of any of the officers or directors of the Company, its Subsidiaries
or any of their respective family members, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
2.40 Smaller Reporting Company. As
of the time of filing of the Registration Statement, the Company was a “smaller reporting company,” as defined in Rule 12b-2
of the Exchange Act Regulations.
2.41 Industry Data. The statistical
and market-related data included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus are based on
or derived from sources that the Company reasonably and in good faith believes are reliable and accurate or represent the Company’s
good faith estimates that are made on the basis of data derived from such sources.
2.42 Emerging Growth Company. From
the time of initial confidential submission of a registration statement relating to the Ordinary Shares with the Commission (or, if earlier,
the first date on which a Written Testing-the-Waters Communication, as defined in Section 2.43 below, was made) through the date hereof,
the Company has been and is an “emerging growth company” as defined in Section 2(a)(19) of the Act (an “Emerging
Growth Company”).
2.43 Testing-the-Waters Communications.
The Company has not (i) alone engaged in any Testing-the-Waters Communications, other than Testing-the-Waters Communications with
the written consent of the Representative and with entities that are qualified institutional buyers within the meaning of Rule 144A under
the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and (ii) authorized
anyone other than the Representative to engage in Testing-the-Waters Communications. The Company confirms that the Representative has
been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters
Communications other than those listed on Schedule 2-C hereto. “Written Testing-the-Waters Communication” means
any Testing-the- Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. “Testing-the-Waters
Communication” means any oral or written communication with potential investors undertaken in reliance on Rule 163B of the Securities
Act.
2.44 Electronic Road Show. The Company
has made available a Bona Fide Electronic Road Show in compliance with Rule 433(d)(8)(ii) of the Securities Act Regulations such that
no filing of any “road show” (as defined in Rule 433(h) of the Securities Act Regulations) is required in connection with
the Offering unless such filing has been made.
2.45 Margin Securities. The Company
owns no “margin securities” as that term is defined in Regulation U of the Board of Governors of the Federal Reserve System
(the “Federal Reserve Board”), and none of the proceeds of Offering will be used, directly or indirectly, for the purpose
of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness which was originally incurred
to purchase or carry any margin security or for any other purpose which might cause any of the Ordinary Shares to be considered a “purpose
credit” within the meanings of Regulation T, U or X of the Federal Reserve Board.
2.46 Regulatory Filings. Except
as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its Subsidiaries
has failed to file with the applicable Governmental Entity any required filing, declaration, listing, registration, report or submission,
except for such failures that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Change;
except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, all such filings, declarations,
listings, registrations, reports or submissions were in material compliance with applicable laws when filed and no deficiencies have been
asserted by any applicable regulatory authority with respect to any such filings, declarations, listings, registrations, reports or submissions,
except for any deficiencies that, individually or in the aggregate, would not result in a Material Adverse Change.
2.47 Environmental Laws. Except
as set forth in the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company and its Subsidiaries (i) are
in compliance with any and all applicable Federal, state, local and foreign laws, rules, regulations, decisions and orders relating to
the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively,
“Environmental Laws”); (ii) have received and are in compliance with all permits, licenses or other approvals required
of them under applicable Environmental Laws to conduct its business as described in the Registration Statement, the Pricing Disclosure
Package or the Prospectus; and (iii) have not received notice of any actual or potential liability for the investigation or remediation
of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except, in the case of any of clauses
(i), (ii) or (iii) above, for any such failure to comply or failure to receive required permits, licenses, other approvals or liability
as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.
2.48 Cybersecurity. The Company’s
and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications,
and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required
in connection with the operation of the business of the Company and its Subsidiaries as currently conducted, and, to the knowledge of
the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company
and its Subsidiaries have implemented commercially reasonable physical, technical and administrative controls, policies, procedures, and
safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security
of all IT Systems and data, including “Personal Data,” used in connection with their businesses. “Personal Data”
means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or tax identification
number, driver’s license number, passport number, credit card 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 the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679);
(iv) any information which would qualify as “protected health information” under the Health Insurance Portability and Accountability
Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (collectively, “HIPAA”);
and (v) 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 data related to an identified person’s health or sexual orientation. Except as disclosed in the Registration
Statement, the Pricing Disclosure Package or the Prospectus, there have been no material breaches, violations, outages or unauthorized
uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other
person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries are presently
in material 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 Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
2.49 Compliance with Data Privacy Laws.
The Company and its Subsidiaries are, and at all prior times were, in material compliance with all applicable state and Federal data
privacy and security laws and regulations, including, without limitation, HIPAA, and the Company and its Subsidiaries are in compliance
with the GDPR as applicable (collectively, the “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company
and its Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance in all material respects
with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling, and analysis
of Personal Data (the “Policies”). The Company and its Subsidiaries have, to the knowledge of the Company, at all times
made all disclosures to users or customers required by applicable laws and regulatory rules or requirements, and none of such disclosures
made or contained in any Policy have, to the knowledge of the Company, been inaccurate or in violation of any applicable laws and regulatory
rules or requirements in any material respect. The Company further certifies that neither it nor any Subsidiary: (i) has received notice
of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge
of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for,
in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law; or (iii) is a party to any
order, decree, or agreement that imposes any obligation or liability under any Privacy Law.
3 Covenants of the Company. The Company covenants and
agrees as follows:
3.1 Amendments to Registration Statement.
The Company shall deliver to the Representative, prior to filing, any amendment or supplement to the Registration Statement or Prospectus
proposed to be filed after the Effective Date and not file any such amendment or supplement to which the Representative shall reasonably
object in writing.
3.2 Federal
Securities Laws
3.2.1 Compliance. The Company, subject
to Section 3.2.2, shall comply with the requirements of Rule 430A of the Securities Act Regulations, and will, during the period required
to permit the completion of the Disclosure Package and the Prospectus, notify the Representative promptly, and confirm the notice in writing,
(i) when any post-effective amendment to the Registration Statement shall become effective or any amendment or supplement to the Prospectus
shall have been filed; (ii) of the receipt of any comments from the Commission; (iii) of any request by the Commission for any amendment
to the Registration Statement or any amendment or supplement to the Prospectus or for additional information; (iv) of the issuance by
the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment or of any
order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, or of the suspension of the qualification of the
Public Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes
or of any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement; and (v) if the Company
becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the Offering of the Public Securities. The
Company shall effect all filings required under Rule 424(b) of the Securities Act Regulations, in the manner and within the time period
required by Rule 424(b) (without reliance on Rule 424(b)(8)), and shall take such steps as it deems necessary to ascertain promptly whether
the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was
not, it will promptly file such prospectus. The Company shall use its reasonable best efforts to prevent the issuance of any stop order,
prevention or suspension and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment.
3.2.2 Continued Compliance. The Company
shall comply with the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations so as to permit
the completion of the distribution of the Public Securities as contemplated in this Agreement and in the Registration Statement, the Pricing
Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Public Securities is (or, but for the exception
afforded by Rule 172 of the Securities Act Regulations (“Rule 172”), would be) required by the Securities Act to be
delivered in connection with sales of the Public Securities, any event shall occur or condition shall exist as a result of which it is
necessary, in the opinion of counsel for the Underwriters or for the Company, to (i) amend the Registration Statement in order that the
Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; (ii) amend or supplement the Pricing Disclosure Package or the Prospectus
in order that the Pricing Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances
existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement the Pricing Disclosure
Package or the Prospectus, as the case may be, in order to comply with the requirements of the Securities Act or the Securities Act Regulations,
the Company will promptly (A) give the Representative notice of such event; (B) prepare any amendment or supplement as may be necessary
to correct such statement or omission or to make the Registration Statement, the Pricing Disclosure Package or the Prospectus comply with
such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the Representative with copies of any
such amendment or supplement and (C) file with the Commission any such amendment or supplement; provided that the Company shall not file
or use any such amendment or supplement to which the Representative or counsel for the Underwriters shall reasonably object. The Company
will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. The
Company has given the Representative notice of any filings made pursuant to the Exchange Act or the Exchange Act Regulations within 48
hours prior to the Applicable Time. The Company shall give the Representative notice of its intention to make any such filing from the
Applicable Time until the later of the Closing Date and the exercise in full or expiration of the Over-allotment Option specified in Section
1.2 hereof and will furnish the Representative with copies of the related document(s) a reasonable amount of time prior to such proposed
filing, as the case may be, and will not file or use any such document to which the Representative or counsel for the Underwriters shall
reasonably object.
3.2.3 Exchange Act Registration. For
a period of three (3) years after the date of this Agreement, the Company shall use its reasonable best efforts to maintain the registration
of the Ordinary Shares under the Exchange Act. The Company shall not deregister the Ordinary Shares under the Exchange Act without the
prior written consent of the Representative.
3.2.4 Free Writing Prospectuses. The
Company agrees that, unless it obtains the prior written consent of the Representative, it shall not make any offer relating to the Public
Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,”
or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that
the Representative shall be deemed to have consented to each Issuer General Use Free Writing Prospectus hereto and any “road show
that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representative. The Company
represents that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed consented to, by
the Underwriters as an “issuer free writing prospectus,” as defined in Rule 433, and that it has complied and will comply
with the applicable requirements of Rule 433 with respect thereto, including timely filing with the Commission where required, legending
and record keeping. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development
as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration
Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company
will promptly notify the Underwriters and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to
eliminate or correct such conflict, untrue statement or omission.
3.2.5 Testing-the-Waters Communications.
If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development
as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or
omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing
at that subsequent time, not misleading, the Company shall promptly notify the Representative and shall promptly amend or supplement,
at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.
3.3 Delivery to the Underwriters of Registration
Statements. The Company has delivered or made available or shall deliver or make available to the Representative and Underwriters’
Counsel, upon request and without charge, signed copies of the Registration Statement as originally filed and each amendment thereto (including
exhibits filed therewith) and signed copies of all consents and certificates of experts, and will also deliver to the Underwriters, without
charge, a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) for each of the
Underwriters, upon receipt of a written request therefor. The copies of the Registration Statement and each amendment thereto furnished
to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except
to the extent permitted by Regulation S-T.
3.4 Delivery to the Underwriters of Prospectuses.
The Company has delivered or made available or will deliver or make available to each Underwriter, without charge, as many copies
of each Preliminary Prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for
purposes permitted by the Securities Act. The Company will furnish to each Underwriter, without charge, during the period when a prospectus
relating to the Public Securities is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the Securities
Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and
any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof
filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
3.5 Effectiveness and Events Requiring Notice
to the Representative. The Company shall notify the Representative immediately and confirm the notice in writing: (i) of the effectiveness
of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation,
or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for
the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening,
of any proceeding for that purpose; (iv) of the filing with the Commission of any amendment or supplement to the Registration Statement
or Prospectus; and (v) of the receipt of any comments or request for any additional information from the Commission. If the Commission
or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall make every reasonable
effort to obtain promptly the lifting of such order.
3.6 Review of Financial Statements.
For a period of three (3) years after the date of this Agreement, the Company, at its expense, shall use its reasonable best efforts to
cause its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s financial statements
for each of the three (3) fiscal quarters immediately preceding the announcement of any quarterly financial information.
3.7 Listing. The Company shall use
its reasonable best efforts to maintain the listing of the Ordinary Shares (including the Public Securities) on the Exchange for at least
three (3) years from the date of this Agreement.
3.8 Indemnification Escrow. The
Company agrees to set aside from the gross proceeds raised pursuant to this Offering, an aggregate amount of $100,000, to be placed in
the Escrow Account under the terms of the Escrow Agreement to be entered into as of the date hereof between the Company, the Representative,
and the Escrow Agent, for a period of 12 months from the date hereof.
3.9 Reports
to the Representative.
3.9.1 Periodic Reports, etc. For a
period of three (3) years after the date of this Agreement, the Company shall furnish or make available to the Representative copies of
such financial statements and other periodic and special reports as the Company from time to time furnishes generally to holders of any
class of its securities and also promptly furnish to the Representative: (i) a copy of each periodic report the Company shall be required
to file with the Commission under the Exchange Act and the Exchange Act Regulations; (ii) a copy of every press release and every news
item and article with respect to the Company or its affairs which was released by the Company; (iii) a copy of each Form 8-K prepared
and filed by the Company; (iv) a copy of each registration statement filed by the Company under the Securities Act; and (v) such additional
documents and information with respect to the Company and the affairs of any future subsidiaries of the Company as the Representative
may from time to time reasonably request; provided the Representative shall sign, if requested by the Company, a Regulation FD compliant
confidentiality agreement which is reasonably acceptable to the Representative and Underwriters’ Counsel in connection with the
Representative’s receipt of such information. Documents filed with the Commission pursuant to its EDGAR system (or with respect
to articles and press releases, posted on the Company’s website) shall be deemed to have been delivered to the Representative pursuant
to this Section 3.9.1.
3.9.2 Transfer Agent; Transfer Sheets.
For a period of three (3) years after the date of this Agreement, the Company shall retain a transfer agent and registrar acceptable
to the Representative (the “Transfer Agent”) and shall furnish to the Representative at the Company’s sole cost
and expense such transfer sheets of the Company’s securities as the Representative may reasonably request, including the daily and
monthly consolidated transfer sheets of the Transfer Agent and DTC. Vstock Transfer, LLC is acceptable to the Representative to act as
Transfer Agent for the Ordinary Shares.
3.9.3 Trading Reports. For a period
of two (2) years after the date hereof, during such time as the Public Securities are listed on the Exchange, the Company shall provide,
if available and upon the Representative’s request, to the Representative, at the Company’s expense, such reports published
by the Exchange relating to price trading of the Public Securities, as the Representative shall reasonably request. Documents made freely
available by the Exchange through its website shall be deemed to have been delivered to the Representative pursuant to this Section 3.9.3.
3.10 Payment of Expenses; General Expenses
Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to
the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement,
including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Ordinary Shares to be
sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review
of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock
exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to the registration
or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the
Company and the Representative together determine (including, without limitation, all filing and registration fees); (e) all fees, expenses
and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such
foreign jurisdictions as the Company and the Representative together determine; (f) the costs of all mailing and printing of the underwriting
documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters,
Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and
all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Company and the Representative
together determine; (g) the costs and expenses of a public relations firm as the Company and the Representative together determine; (h)
the costs for conducting directors and officers background check investigations; (i) the costs of preparing, printing and delivering certificates
representing the Public Securities; (j) fees and expenses of the transfer agent for the Ordinary Shares; (k) stock transfer and/or stamp
taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) the costs associated with commemorative
mementos and lucite tombstones, which the Company or its designee shall provide within a reasonable time after the Closing Date in such
quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (n) the fees and
expenses of the Company’s legal counsel and other agents and representatives; (o) fees and expenses of the Underwriters’ Counsel
(not to exceed $100,000); and (p) such Underwriters’ accountable “road show” expenses, and background check investigation
expenses. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option
Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters. In consideration of the services to
be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the
Securities purchased) of an underwriting discount equal to seven percent (7.00%) of the aggregate gross proceeds raised in the Offering.
3.11 Accountable Expenses. The Company
further agrees that, in addition to the expenses payable pursuant to Section 3.10 and Section 3.12, on the Closing Date, it shall pay
to the Representative, by deduction from the net proceeds of the Offering contemplated herein, an accountable expense allowance equal
to $100,000, of which $50,000 has previously been paid.
3.12 Non-accountable Expenses. The
Company further agrees that, in addition to the expenses payable pursuant to Sections 3.10 and 3.11, on the Closing Date, it shall pay
to the Representative, by deduction from the net proceeds of the Offering contemplated herein, a non-accountable expense allowance equal
to one percent (1%) of the gross proceeds received by the Company from the sale of the Firm Shares.
3.13 Right of First Refusal. The
Company hereby grants the Representative the right of first refusal for a period of one (1) year after the closing of this Offering to
act as sole investment banker, sole book-runner and/or sole placement agent, at the Representative’s sole discretion, for any and
all future private and public equity, or debt offerings, including all equity linked financings (each a “Subject Transaction”),
undertaken by the Company or any successor to or current or future subsidiary of the Company. The Representative shall have the sole right
to determine whether any other broker dealer shall have the right to participate in a Subject Transaction and the economic terms of such
participation. The Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter
and/or placement agent in a Subject Transaction without the prior written consent of the Representative.
3.14 Application of Net Proceeds. The
Company shall apply the net proceeds from the Offering received by it in a manner consistent with the application thereof described under
the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure Package, and the Prospectus.
3.15 Delivery of Earnings Statements to
Security Holders. The Company shall make generally available to its security holders as soon as practicable, but not later than
the first day of the fifteenth (15th) full calendar month following the date of this Agreement, an earnings statement (which need not
be certified by an independent registered public accounting firm unless required by the Securities Act or the Securities Act Regulations,
but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Securities Act) covering a period of at least twelve
(12) consecutive months beginning after the date of this Agreement.
3.16 Stabilization. Neither the
Company nor, to its knowledge, any of its employees, directors or shareholders (without the consent of the Representative) has taken or
shall take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to cause or result
in, under Regulation M of the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Public Securities.
3.17 Internal Controls. The Company
shall maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed
in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary in order to permit
preparation of financial statements in accordance with GAAP and to maintain accountability for assets; (iii) access to assets is permitted
only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared
with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
3.18 Accountants. As of the date
of this Agreement, the Company has retained an independent registered public accounting firm reasonably acceptable to the Representative,
and the Company shall continue to retain a nationally recognized independent registered public accounting firm for a period of at least
three (3) years after the date of this Agreement. The Representative acknowledges that the Auditor is acceptable to the Representative.
3.19 FINRA. For a period of sixty (60)
days from the later of the Closing Date or the Option Closing Date, except as described in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, the Company shall advise the Representative (who shall make an appropriate filing with FINRA) if it is or
becomes aware that (i) any officer or director of the Company, (ii) any beneficial owner of 5% or more of any class of the Company’s
securities or (iii) any beneficial owner of the Company’s unregistered equity securities which were acquired during the 180 days
immediately preceding the filing of the Registration Statement is or becomes an affiliate or associated person of a FINRA member participating
in the Offering (as determined in accordance with the rules and regulations of FINRA).
3.20 No Fiduciary Duties. The Company
acknowledges and agrees that the Underwriters’ responsibility to the Company is solely contractual in nature and that none of the
Underwriters or their affiliates or any selling agent shall be deemed to be acting in a fiduciary capacity, or otherwise owes any fiduciary
duty to the Company or any of its affiliates in connection with the Offering and the other transactions contemplated by this Agreement,
except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
3.21 Company Lock-Up Agreements. The
Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not,
for a period of one year after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract
to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase,
lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible
into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement
with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable
or exchangeable for shares of capital stock of the Company, other than a registration statement on Form S-4 or Form S-8; (iii) complete
any offering of debt securities of the Company, other than entering into a line of credit or similar financing agreements; or (iv) enter
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital
stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of
shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section shall
not apply to (i) the Ordinary Shares to be sold hereunder, (ii) the issuance by the Company of Ordinary Shares upon the exercise of a
stock option or warrant or the conversion of a security outstanding on the date hereof, or other issuances of additional shares in accordance
with the terms of securities, in each case, as disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that
such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities
or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, or
(iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the
Company, provided that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up
Period.
3.22 Release of D&O Lock-Up Period.
If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in the Lock-Up Agreements described
in Section 2.24 hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver
at least three (3) Business Days before the effective date of the release or waiver, the Company agrees to announce the impending release
or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two (2) Business
Days before the effective date of the release or waiver.
3.23 Blue Sky Qualifications. The
Company shall use its reasonable best efforts, in cooperation with the Underwriters, if necessary, to qualify the Public Securities for
offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Company and
the Representative together determine and to maintain such qualifications in effect so long as required to complete the distribution of
the Public Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or
to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself
to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.
3.24 Reporting Requirements. The
Company, during the period when a prospectus relating to the Public (or, but for the exception afforded by Rule 172, would be) required
to be delivered under the Securities Act, will file all documents required to be filed with the Commission pursuant to the Exchange Act
within the time periods required by the Exchange Act and Exchange Act Regulations. Additionally, the Company shall report the use of proceeds
from the issuance of the Public Securities as may be required under Rule 463 under the Securities Act Regulations.
4.
Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Public Securities,
as provided herein, shall be subject to (i) the continuing accuracy of the representations and warranties of the Company as of the date
hereof and as of each of the Closing Date and the Option Closing Date, if any; (ii) the accuracy of the statements of officers of the
Company made pursuant to the provisions hereof; (iii) the performance by the Company of its obligations hereunder; and (iv) the following
conditions:
4.1 Regulatory
Matters.
4.1.1 Effectiveness of Registration Statement;
Rule 430A Information. The Registration Statement has become effective not later than 5:30 p.m., Eastern time, on the date of
this Agreement or such later date and time as shall be consented to in writing by you, and, at each of the Closing Date and any Option
Closing Date, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been
issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued
and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated by
the Commission. The Company has complied with each request (if any) from the Commission for additional information. The Prospectus containing
the Rule 430A Information shall have been filed with the Commission in the manner and within the time frame required by Rule 424(b) (without
reliance on Rule 424(b)(8)) or a post-effective amendment providing such information shall have been filed with, and declared effective
by, the Commission in accordance with the requirements of Rule 430A.
4.1.2 FINRA Clearance. On or before
the date of this Agreement, the Representative shall have received clearance from FINRA as to the amount of compensation allowable or
payable to the Underwriters as described in the Registration Statement.
4.1.3 Exchange
Stock Market Clearance. On the Closing Date, the Company’s Ordinary Shares, including the Firm Shares, shall have been approved
for listing on the Exchange, subject only to official notice of issuance. On the first Option Closing Date (if any), the Company’s
Ordinary Shares, including the Option Shares, shall have been approved for listing on the Exchange, subject only to official notice of
issuance.
4.1.4 Escrow Agreement. On the Closing
Date, the Company shall have entered into the Escrow Agreement with the Representative and the Escrow Agent, and such agreement shall
be in full force and effect.
4.2 Company
Counsel Matters.
4.2.1 Closing Date Opinion of Counsel.
On the Closing Date, the Representative shall have received the written opinion and negative assurance letter of Loeb & Loeb LLP.,
counsel to the Company, dated the Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the
Representative.
4.2.2 Option Closing Date Opinion of Counsel.
On the Option Closing Date, if any, the Representative shall have received the written opinions and negative assurance letters of
the counsel listed in Section 4.2.1 dated the Option Closing Date, addressed to the Representative and in form and substance reasonably
satisfactory to the Representative, confirming as of the Option Closing Date, the statements made by such counsel in their opinion delivered
on the Closing Date.
4.2.3 Reliance. In rendering such
opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions
in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion
or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative,
familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements
of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence
or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Underwriters’
Counsel if requested.
4.3 Comfort
Letters.
4.3.1 Cold Comfort Letter. At the
time this Agreement is executed you shall have received a cold comfort letter from the Auditor containing statements and information of
the type customarily included in accountants’ comfort letters with respect to the financial statements and certain financial information
contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus, addressed to the Representative and in form
and substance satisfactory in all respects to you and to the Auditor, dated as of the date of this Agreement.
4.3.2 Bring-down Comfort Letter. At
each of the Closing Date and the Option Closing Date, if any, the Representative shall have received from the Auditor a letter, dated
as of the Closing Date or the Option Closing Date, as applicable, to the effect that the Auditor reaffirms the statements made in the
letter furnished pursuant to Section 4.3.1, except that the specified date referred to shall be a date not more than three (3) Business
Days prior to the Closing Date or the Option Closing Date, as applicable.
4.4 Officers’
Certificates.
4.4.1 Officers’
Certificate. The Company shall have furnished to the Representative a certificate, dated the Closing Date and any Option Closing Date
(if such date is other than the Closing Date), of its Chief Executive Officer and its Chief Financial Officer stating that (i) such officers
have carefully examined the Registration Statement, the Pricing Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus
and, in their opinion, the Registration Statement and each amendment thereto, as of the Applicable Time and as of the Closing Date (or
any Option Closing Date if such date is other than the Closing Date) did not include any untrue statement of a material fact and did not
omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Pricing
Disclosure Package, as of the Applicable Time and as of the Closing Date (or any Option Closing Date if such date is other than the Closing
Date), any Issuer Free Writing Prospectus as of its date and as of the Closing Date (or any Option Closing Date if such date is other
than the Closing Date), the Prospectus and each amendment or supplement thereto, as of the respective date thereof and as of the Closing
Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances in which they were made, not misleading, (ii) since the effective date of the Registration
Statement, no event has occurred which should have been set forth in a supplement or amendment to the Registration Statement, the Pricing
Disclosure Package or the Prospectus, (iii) to the best of their knowledge after reasonable investigation, as of the Closing Date (or
any Option Closing Date if such date is other than the Closing Date), the representations and warranties of the Company in this Agreement
are true and correct and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied
hereunder at or prior to the Closing Date (or any Option Closing Date if such date is other than the Closing Date), and (iv) there has
not been, subsequent to the date of the most recent audited financial statements included or incorporated by reference in the Pricing
Disclosure Package, any Material Adverse Change in the financial position or results of operations of the Company, or any change or development
that, singularly or in the aggregate, would involve a Material Adverse Change or a prospective Material Adverse Change, in or affecting
the condition (financial or otherwise), results of operations, business, assets or prospects of the Company, except as set forth in the
Prospectus.
4.4.2 Secretary’s Certificate. At
each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed
by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i)
that the Governing Documents are true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of
the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have
not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission;
and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such
certificate.
4.5 No Material Changes. Prior to
and on each of the Closing Date and each Option Closing Date, if any: (i) there shall have been no Material Adverse Change or development
involving a prospective Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the
Company from the latest dates as of which such condition is set forth in the Registration Statement, the Pricing Disclosure Package and
the Prospectus; (ii) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or
any Insider before or by any court or Federal or state commission, board or other administrative agency wherein an unfavorable decision,
ruling or finding may result in a Material Adverse Change, except as set forth in the Registration Statement, the Pricing Disclosure Package
and the Prospectus; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated
or threatened by the Commission; and (iv) the Registration Statement, the Pricing Disclosure Package and the Prospectus and any amendments
or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities
Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities
Act Regulations, and neither the Registration Statement, the Pricing Disclosure Package nor the Prospectus nor any amendment or supplement
thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading.
4.6 Delivery
of Agreements.
4.6.1 Lock-Up Agreements. On or before
the date of this Agreement, the Company shall have delivered to the Representative executed copies of the Lock-Up Agreements from each
of the persons listed in Schedule 3 hereto that the Company was able to obtain using its best efforts.
4.6.2 Escrow Agreement. On or before
the date of this Agreement, the Company and the Representative shall have entered into the Escrow Agreement, in a form satisfactory to
the Representative, with the Escrow Agent.
4.7 Additional Documents. At the
Closing Date and at each Option Closing Date (if any) Underwriters’ Counsel shall have been furnished with such documents and opinions
as they may reasonably require for the purpose of enabling Underwriters’ Counsel to deliver an opinion to the Underwriters, or in
order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained;
and all proceedings taken by the Company in connection with the issuance and sale of the Public Securities as herein contemplated shall
be reasonably satisfactory in form and substance to the Representative and Underwriters’ Counsel.
5. Indemnification.
5.1 Indemnification
of the Underwriters.
5.1.1 General. Subject to the conditions
set forth below, the Company agrees to indemnify and hold harmless each Underwriter, its affiliates and each of its and their respective
directors, officers, members, employees, representatives, partners, shareholders, affiliates, counsel, and agents and each person, if
any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively
the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”), against any
and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably
incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising
out of any action between any of the Underwriter Indemnified Parties and the Company or between any of the Underwriter Indemnified Parties
and any third party, or otherwise) to which they or any of them may become subject under the Securities Act, the Exchange Act or any other
statute or at common law or otherwise or under the laws of foreign countries (a “Claim”), (i) arising out of or based
upon any untrue statement or alleged untrue statement of a material fact contained in (A) the Registration Statement, the Pricing Disclosure
Package, any Preliminary Prospectus, the Prospectus, or in any Issuer Free Writing Prospectus or in any Written Testing-the-Waters Communication
(as from time to time each may be amended and supplemented); (B) any materials or information provided to investors by, or with the approval
of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made
to investors by the Company (whether in person or electronically); or (C) any application or other document or written communication (in
this Section 5, collectively called “application”) executed by the Company or based upon written information furnished by
the Company in any jurisdiction in order to qualify the Public Securities under the securities laws thereof or filed with the Commission,
any state securities commission or agency, the Exchange or any other national securities exchange; or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Underwriters’
Information or (ii) otherwise arising in connection with or allegedly in connection with the Offering. The Company also agrees that it
will reimburse each Underwriter Indemnified Party for all fees and expenses (including, but not limited to, any and all legal or other
expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever,
whether arising out of any action between any of the Underwriter Indemnified Parties and the Company or between any of the Underwriter
Indemnified Parties and any third party, or otherwise) (collectively, the “Expenses”), and further agrees wherever
and whenever possible to advance payment of Expenses as they are incurred by an Underwriter Indemnified Party in investigating, preparing,
pursuing or defending any Claim.
5.1.2 Procedure. If any action is
brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1,
such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall
assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval of such Underwriter
Indemnified Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter
Indemnified Party shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel
shall be at the expense of the Company and shall be advanced by the Company. The Company shall not be liable for any settlement of any
action effected without its consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior
written consent of the Underwriters, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any
pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether
or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes
an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities,
expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement
as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.
5.2 Indemnification of the Company.
Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed
the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company
to the several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions
made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any amendment or supplement
thereto or in any application, in reliance upon, and in strict conformity with, the Underwriters’ Information. In case any action
shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement,
the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity
may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each
other person so indemnified shall have the rights and duties given to the several Underwriters by the provisions of Section 5.1.2. The
Company agrees promptly to notify the Representative of the commencement of any litigation or proceedings against the Company or any of
its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act, in connection with the issuance and sale of the Public Securities or in connection with the Registration Statement,
the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.
5.3 Contribution.
5.3.1 Contribution Rights. If the
indemnification provided for in this Section 5 shall for any reason be unavailable to or insufficient to hold harmless an indemnified
party under Section 5.1 or 5.2 in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein,
then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate
to reflect the relative benefits received by the Company, on the one hand, and the Underwriters, on the other, from the Offering of the
Public Securities, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the
one hand, and the Underwriters, on the other, with respect to the statements or omissions that resulted in such loss, claim, damage or
liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the
Company, on the one hand, and the Underwriters, on the other, with respect to such Offering shall be deemed to be in the same proportion
as the total net proceeds from the Offering of the Public Securities purchased under this Agreement (before deducting expenses) received
by the Company, as set forth in the table on the cover page of the Prospectus, on the one hand, and the total underwriting discounts and
commissions received by the Underwriters with respect to the Ordinary Shares purchased under this Agreement, as set forth in the table
on the cover page of the Prospectus, on the other hand. The relative fault shall be determined by reference to whether the untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company
or the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to
this Section 5.3.1 were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose)
or by any other method of allocation that does not consider the equitable considerations referred to herein. The amount paid or payable
by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section
5.3.1 shall be deemed to include, for purposes of this Section 5.3.1, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5.3.1 in
no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and
commissions received by such Underwriter with respect to the Offering of the Public Securities exceeds the amount of any damages that
such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.
5.3.2 Contribution Procedure. Within
fifteen (15) days after receipt by any party to this Agreement (or its representative) of notice of the commencement of any action, suit
or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another party (“contributing
party”), notify the contributing party of the commencement thereof, but the failure to so notify the contributing party will
not relieve it from any liability which it may have to any other party other than for contribution hereunder. In case any such action,
suit or proceeding is brought against any party, and such party notifies a contributing party or its representative of the commencement
thereof within the aforesaid fifteen (15) days, the contributing party will be entitled to participate therein with the notifying party
and any other contributing party similarly notified. Any such contributing party shall not be liable to any party seeking contribution
on account of any settlement of any claim, action or proceeding affected by such party seeking contribution on account of any settlement
of any claim, action or proceeding affected by such party seeking contribution without the written consent of such contributing party.
The contribution provisions contained in this Section 5.3.2 are intended to supersede, to the extent permitted by law, any right to contribution
under the Securities Act, the Exchange Act or otherwise available. Each Underwriter’s obligations to contribute pursuant to this
Section 5.3.2 are several and not joint.
6. Default by an Underwriter.
6.1 Default Not Exceeding 10% of Firm Shares
or Option Shares. If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Shares or
the Option Shares, if the Over-allotment Option is exercised hereunder, and if the number of the Firm Shares or Option Shares with respect
to which such default relates does not exceed in the aggregate ten percent (10%) of the number of Firm Shares or Option Shares that all
Underwriters have agreed to purchase hereunder, then such Firm Shares or Option Shares to which the default relates shall be purchased
by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
6.2 Default Exceeding 10% of Firm Shares
or Option Shares. In the event that the default addressed in Section 6.1 relates to more than ten percent (10%) of the Firm Shares
or Option Shares, the Representative may in its discretion arrange for itself or for another party or parties to purchase such Firm Shares
or Option Shares to which such default relates on the terms contained herein. If, within one (1) Business Day after such default relating
to more than ten percent (10%) of the Firm Shares or Option Shares, the Representative does not arrange for the purchase of such Firm
Shares or Option Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another
party or parties satisfactory to the Representative to purchase said Firm Shares or Option Shares on such terms. In the event that neither
the Representative nor the Company arrange for the purchase of the Firm Shares or Option Shares to which a default relates as provided
in this Section 6, this Agreement will automatically be terminated by you or the Company without liability on the part of the Company
(except as provided in Sections 3.10 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided, however,
that if such default occurs with respect to the Option Shares, this Agreement will not terminate as to the Firm Shares; and provided,
further, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other Underwriters and to the Company
for damages occasioned by its default hereunder.
6.3 Postponement of Closing Date. In
the event that the Firm Shares or Option Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or
are to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Date or
Option Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect whatever changes
may thereby be made necessary in the Registration Statement, the Pricing Disclosure Package or the Prospectus or in any other documents
and arrangements, and the Company agrees to file promptly any amendment to the Registration Statement, the Pricing Disclosure Package
or the Prospectus that in the opinion of Underwriters’ Counsel may thereby be made necessary. The term “Underwriter”
as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party
to this Agreement with respect to such Ordinary Shares.
7. Additional Covenants.
7.1 Board Composition and Board Designations.
The Company shall ensure as of the Closing Date and the Option Closing Date, if any, that: (i) the qualifications of the persons serving
as members of the Board of Directors and the overall composition of the Board of Directors comply with the Sarbanes-Oxley Act, with the
Exchange Act and with the listing rules of the Exchange or any other national securities exchange, as the case may be, in the event the
Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable,
at least one (1) member of the Audit Committee of the Board of Directors qualifies as an “audit committee financial expert,”
as such term is defined under Regulation S-K and the listing rules of the Exchange.
7.2 Prohibition on Press Releases and Public
Announcements. The Company shall not issue press releases or engage in any other publicity, without the Representative’s
prior written consent, for a period commencing on the date hereof and ending at 5:00 p.m., Eastern time, on the first (1st) Business Day
following the forty-fifth (45th) day after the Closing Date, other than normal and customary releases issued in the ordinary course of
the Company’s business.
7.3 Covenant of the Underwriters. The
Underwriters covenant with the Company not to take any action that would result in the Company being required to file with the Commission
under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriters that otherwise would not be required to be filed
by the Company thereunder but for the action of the Underwriters.
8. Effective Date of this Agreement and Termination Thereof.
8.1 Effective Date. This Agreement
shall become effective when both the Company and the Representative have executed the same and delivered counterparts of such signatures
to the other party.
8.2 Termination. The Representative
shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or
act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets
in the United States; or (ii) if trading on the New York Stock Exchange or the Nasdaq Stock Market LLC shall have been suspended or materially
limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required
by FINRA or by order of the Commission or any other government authority having jurisdiction; or (iii) if the United States shall have
become involved in a new war or an increase in major hostilities; or (iv) if a banking moratorium has been declared by a New York State
or Federal authority; or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United
States securities markets; or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake,
theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make
it inadvisable to proceed with the delivery of the Firm Shares or Option Shares; or (vii) if the Company is in material breach of any
of its representations, warranties or covenants hereunder; or (viii) if the Representative shall have become aware after the date hereof
of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions
as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Public
Securities or to enforce contracts made by the Underwriters for the sale of the Public Securities.
8.3 Expenses. Notwithstanding anything
to the contrary in this Agreement, except in the case of a default by the Underwriters, pursuant to Section 6.2 above, in the event that
this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant
to the terms herein, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related
to the transactions contemplated herein then due and payable (including the fees and disbursements of Underwriters’ Counsel) up
to an aggregate maximum of $200,000 (with a credit for fees initially disbursed to the Representative by the Company); provided, however,
that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding the
foregoing, any advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance
with FINRA Rule 5110(g)(4)(A).
8.4 Indemnification. Notwithstanding
any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this
Agreement is otherwise carried out, the provisions of Section 6 shall remain in full force and effect and shall not be in any way affected
by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
8.5 Representations, Warranties, Agreements
to Survive. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company
submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf
of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person
controlling the Company or (ii) delivery of and payment for the Public Securities.
9. Miscellaneous.
9.1 Notices. All communications
hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed (registered or certified mail, return
receipt requested), personally delivered or sent by electronic transmission and confirmed and shall be deemed given when so delivered
or emailed and confirmed (which may be by email) or if mailed, two (2) days after such mailing.
If to the Representative:
Cathay Securities, Inc.
40 Wall Street, Suite 3600
New York, NY 10005
with a copy (which shall not constitute notice) to:
Haneberg Hurlbert PLC
1111 East Main Street, Suite 2010
Richmond, Virginia 23219
Attn: Bradley A. Haneberg, Esq.
Email: brad@hbhblaw.com
If to the Company:
Star Fashion Culture Holdings Limited
12F, No.611, Sishui Road
Huli District, Xiamen
People’s Republic of China
Attn: Liu Xiaohua, Chief Executive Officer
with a copy (which shall not constitute notice) to:
Loeb & Loeb LLP
2206-19 Jardine House
1 Connaught Place
Central, Hong Kong
Lawrence Venick, Esq.
Email: lvenick@loeb.com
9.2 Headings. The headings contained
herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of
any of the terms or provisions of this Agreement.
9.3 Amendment. This Agreement may
only be amended by a written instrument executed by each of the parties hereto.
9.4 Entire Agreement. This Agreement
(together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersedes all prior agreements and understandings
of the parties, oral and written, with respect to the subject matter hereof. Notwithstanding anything to the contrary set forth herein,
it is understood and agreed by the parties hereto that all other terms and conditions of that certain engagement letter between the Company
and WestPark Capital, Inc. dated September 28, 2023, as amended and assigned to Cathay Securities, Inc. shall remain in full force and
effect.
9.5 Binding Effect. This Agreement
shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters, the Company and the controlling persons,
directors and officers referred to in Section 5 hereof, and their respective successors, legal representatives, heirs and assigns, and
no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of
this Agreement or any provisions herein contained. The term “successors and assigns” shall not include a purchaser, in its
capacity as such, of securities from any of the Underwriters.
9.6 Governing Law; Consent to Jurisdiction;
Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New
York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against
it arising out of, or relating in any way to this Agreement shall be brought and enforced in the New York Supreme Court, County of New
York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy registered or certified
mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.1 hereof. Such mailing shall be
deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company agrees that the
prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’
fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its
behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates) and each of the Underwriters hereby
irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising
out of or relating to this Agreement or the transactions contemplated hereby.
9.7 Execution in Counterparts. This
Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which shall
be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective when
one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto. Delivery of
a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient delivery thereof.
9.8 Waiver, etc. The failure of
any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver
of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of any of the parties
hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of
any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against
whom or which enforcement of such waiver is sought; and no waiver of any such breach, non- compliance or non-fulfillment shall be construed
or deemed to be a waiver of any other or subsequent breach, non- compliance or non-fulfillment.
If the foregoing correctly sets forth the understanding
between the Company and the Representative, please so indicate in the space provided below for that purpose, whereupon this letter shall
constitute a binding agreement between us.
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| STAR FASHION CULTURE HOLDINGS LIMITED |
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REPRESENTATIVE: |
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| CATHAY SECURITIES, INC. |
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SCHEDULE 1
Underwriters
| Cathay Securities, Inc. -- |
1,700,000 Class A Ordinary Shares |
| WestPark Capital, Inc. -- |
400,000 Class A Ordinary Shares |
| Dominari Securities LLC -- |
50,000 Class A Ordinary Shares |
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| Total |
2,150,000 Class A Ordinary Shared |
SCHEDULE 2-A
Pricing Information
Number of Firm Shares: 2,150,000
Number of Option Shares: 322,500
Public Offering Price per Share: $4.00
Underwriting Discount per Share: $0.28
Proceeds to Company per Share (before expenses): $3.72
SCHEDULE 2-B
Issuer General Use Free Writing Prospectuses
Free writing prospectus dated August 23, 2024
Filed pursuant to Rule 433 of the Securities Act of 1993, as amended
Relating to Preliminary Prospectus dated August 13, 2024
Registration No. 333-280198
SCHEDULE 2-C
Written Testing-the-Waters Communications
N/A
SCHEDULE 3
List of Lock-Up Parties
Liu Xiaohua
Zhang Pingting
Xingji ZhangPingting Limited
Wei Meizhong
You Zhi
Gut Leut Ming
Zhan Jie
Xingji ZhanJie Limited
Fu Yao
Intersteller F.Y Limited
Wen Hao Xiang
EXHIBIT A
Lock-Up Agreement
________, 2024
Cathay Securities, Inc.
40 Wall Street, Suite 3600
New York, NY 10005
As Representative of the several Underwriters
named on Schedule 1 to the Underwriting Agreement
Ladies and Gentlemen:
The undersigned understands that Cathay Securities, Inc. (the “Underwriter”)
proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Star Fashion Culture Holdings
Limited, a Cayman Islands company (the “Company”), providing for the initial public offering (the “Public
Offering”) of Class A ordinary shares, par value US$0.00001 per share, of the Company (the “Shares”).
To induce the Underwriter to continue their efforts in connection with
the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Underwriter, the undersigned will not,
during the period commencing on the date hereof and ending on ______ (180 days after the date of the final prospectus (the “Prospectus”)
relating to the Public Offering (the “Lock-Up Period”)), (1) offer, pledge, sell, contract to sell, sell any option
or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer
or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or
exchangeable for shares of capital stock of the Company, now owned by the undersigned or any affiliate of the undersigned or with respect
to which the undersigned or any affiliate of the undersigned has acquired the power of disposition; the shares of common stock owned by
the undersigned are hereinafter referred to as the “Lock-Up Securities”); (2) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, whether any such
transaction is to be settled by delivery of shares of Lock-Up Securities, in cash or otherwise; (3) except as otherwise permissible under
the Underwriting Agreement, make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or
(4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other
arrangement relating to any Lock-Up Securities.
Notwithstanding the foregoing, and subject to the conditions below,
the undersigned may transfer Lock-Up Securities without the prior written consent of the Underwriter in connection with:
| (a) | transactions relating to Lock-Up Securities acquired in open
market transactions after the completion of the Public Offering; provided that no filing under Section 16(a) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent
sales of Lock- Up Securities acquired in such open market transactions; |
| (b) | transfers of Lock-Up Securities as a bona fide gift,
by will or intestacy or to a family member or trust for the benefit of a family member (for purposes of this agreement, “family
member” means any relationship by blood, marriage or adoption, not more remote than first cousin); |
| (c) | transfers of Lock-Up Securities to a charity or educational
institution; |
| (d) | if the undersigned, directly or indirectly, controls a corporation,
partnership, limited liability company or other business entity, any transfers of Lock-Up Securities to any shareholder, partner or member
of, or owner of similar equity interests in, the undersigned, as the case may be; or |
| (e) | the sales of Shares to cover the payment of the exercise prices
or the payment of taxes associated with the exercise or vesting of equity awards under any equity compensation plan of the Company; provided
that in the case of any transfer pursuant to the foregoing clauses (b), (c) or (d), (i) any such transfer shall not involve a disposition
for value, (ii) each transferee shall sign and deliver to the Underwriter a lock-up agreement substantially in the form of this lock-up
agreement; and (iii) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made, except for a Form
5. The undersigned also agrees and consents to the Company’s entry of stop transfer instructions with the Company’s transfer
agent against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement. |
No provision in this lock-up agreement shall be deemed to restrict
or prohibit the exercise, exchange or conversion by the undersigned of any securities exercisable or exchangeable for or convertible into
Shares, as applicable; provided that the undersigned does not transfer the Shares acquired on such exercise, exchange or conversion during
the Lock-Up Period, unless otherwise permitted pursuant to the terms of this lock-up agreement.
The undersigned understands that the Company and the Underwriter are
relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that
this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representative, successors and assigns.
The undersigned understands that, if the Underwriting Agreement is
not executed by ___________, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate
or be terminated prior to payment for and delivery of the Shares to be sold thereunder, then this lock-up agreement shall be void and
of no further force or effect.
Whether or not the Public Offering actually occurs depends on a number
of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which
are subject to negotiation between the Company and the Underwriter.
This lock-up agreement may not be amended or otherwise modified in
any respect without the written consent of each of the Company, the Underwriter and the undersigned. This lock-up agreement shall be construed
and enforced in accordance with the laws of the State of California 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 California
and the courts of the State of California located in Los Angeles, for the purposes of any suit, action or proceeding arising out of or
relating to this lock-up 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 Underwriting 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 lock-up
agreement does not intend to create any relationship between the undersigned and the Underwriter.
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Very truly yours, |
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(Name - Please Print) |
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(Signature) |
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(Name of Signatory, in the case of entities - Please Print) |
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(Title of Signatory, in the case of entities - Please Print) |
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Address: |
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By signing below, the Company agrees to enforce the restrictions on
transfer set forth in this lock-up agreement.
EXHIBIT B
Form of Press Release
STAR FASHION CULTURE HOLDINGS LIMITED
[Date]
Star Fashion Culture Holdings Limited (the “Company”)
announced today that Cathay Securities, Inc., acting as representative for the underwriters in the Company’s recent public offering
of 2,260,000 of the Company’s Class A ordinary shares, $0.00001 par value per share, is [waiving] [releasing] a lock-up restriction
with respect to _______ of the Company’s Class A ordinary shares held by [certain officers or directors] [an officer or director]
of the Company. The [waiver] [release] will take effect on , 20___ and the shares may be sold on or after such date.
This press release is not an offer or sale of the securities in the
United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the
United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.
Exhibit 99.5
Star Fashion Culture Holdings
Limited
Statement of Policy Concerning
Trading in Company Securities
Adopted October 18, 2024
TABLE OF CONTENTS
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Page No. |
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| I |
Summary of Policy Concerning Trading in Company Securities |
1 |
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| II |
The Use of Inside Information in Connection with Trading in Securities |
1 |
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A |
General Rule |
1 |
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B |
Who Does the Policy Apply To? |
2 |
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C |
Other Companies’ Stock |
3 |
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D |
Hedging and Derivatives |
3 |
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E |
Pledging of Securities, Margin Accounts |
3 |
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F |
General Guidelines |
3 |
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G |
Applicability of U.S. Securities Laws to International Transactions |
5 |
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| III |
Other Limitations on Securities Transactions |
6 |
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A |
Public Resales – Rule 144 |
6 |
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B |
Private Resales |
7 |
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C |
Restrictions on Purchases of Company Securities |
7 |
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D |
Filing Requirements |
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I. SUMMARY OF POLICY CONCERNING TRADING IN COMPANY SECURITIES
It is the policy of Star Fashion Culture
Holdings Limited and its subsidiaries (collectively, the “Company”) that it will, without exception, comply with all
applicable laws and regulations in conducting its business. Each employee, each executive officer and each director is expected to abide
by this policy. When carrying out Company business, employees, executive officers and directors must avoid any activity that violates
applicable laws or regulations. In order to avoid even an appearance of impropriety, the Company’s directors, officers and certain
other employees are subject to pre-approval requirements and other limitations on their ability to enter into transactions involving the
Company’s securities. Although these limitations do not apply to transactions pursuant to written plans for trading securities that
comply with Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”), the entry into, amendment or
termination of any such written trading plan is subject to pre-approval requirements and other limitations.
II. THE USE OF INSIDE INFORMATION IN CONNECTION WITH TRADING IN SECURITIES
A. General Rule.
The U.S. securities laws regulate the sale and
purchase of securities in the interest of protecting the investing public.
U.S. securities laws give the Company, its officers and directors,
and other employees the responsibility to ensure that information about the Company is not used unlawfully in the purchase and sale of
securities.
All employees, executive officers
and directors should pay particularly close attention to the laws against trading on “inside” information. These laws are
based upon the belief that all persons trading in a company’s securities should have equal access to all “material”
information about that company. Information is considered to be “material” if its disclosure would be reasonably likely to
affect (1) an investor’s decision to buy or sell the securities of the company to which the information relates, or (2) the market
price of that company’s securities. While it is not possible to identify in advance all information that will be deemed to be material,
some examples of such information would include the following: earnings; financial results or projections; dividend actions; mergers and
acquisitions; capital raising and borrowing activities; major dispositions; major new customers, projects or products; significant advances
in product development; new technologies; major personnel changes in management or change in control; expansion into new markets; unusual
gains or losses in major operations; major litigation or legal proceedings; granting of stock options; and major sales and marketing changes.
When doubt exists, the information should be presumed to be material. If you are unsure whether information of which you are aware is
inside information, you should consult with the Company’s Chief Financial Officer. No individuals other than specifically authorized
personnel may release material information to the public or respond to inquiries from the media, analysts or others. If you are contacted
by the media or by a research analyst seeking information about the Company and if you have not been expressly authorized by the Company’s
Chief Financial Officer to provide information to the media or to analysts, you should refer the call to the Chief Financial Officer.
On occasion, it may be necessary for legitimate business reasons to disclose inside information to outside persons. Such persons might
include investment bankers, lawyers, auditors or other companies seeking to engage in a potential transaction with the Company. In such
circumstances, the information should not be conveyed until an express understanding has been reached that such information is not to
be used for trading purposes and may not be further disclosed other than for legitimate business reasons. For example, if an employee,
an executive officer or a director of a company knows material non-public financial information, that employee, executive officer or director
is prohibited from buying or selling shares in the company until the information has been disclosed to the public. This is because the
employee, executive officer or director knows information that will probably cause the share price to change, and it would be unfair for
the employee or director to have an advantage (knowledge that the share price will change) that the rest of the investing public does
not have. In fact, it is more than unfair; it is considered to be fraudulent and illegal. Civil and criminal penalties for this kind of
activity are severe.
The general rule can be stated as
follows: It is a violation of federal securities laws for any person to buy or sell securities if he or she is in possession of material
inside information. Information is material if there is a substantial likelihood that a reasonable investor would consider it important
in making an investment decision. It is inside information if it has not been publicly disclosed in a manner making it available to investors
generally on a broad-based non-exclusionary basis. Furthermore, it is illegal for any person in possession of material inside information
to provide other people with such information or to recommend that they buy or sell the securities. (This is called “tipping”).
In that case, they may both be held liable.
The Securities and Exchange Commission
(the “SEC”), the stock exchanges and plaintiffs’ lawyers focus on uncovering insider trading. A breach of the
insider trading laws could expose the insider to criminal fines up to three times the profits earned and imprisonment up to ten years,
in addition to civil penalties (up to three times of the profits earned), and injunctive actions. In addition, punitive damages may be
imposed under applicable state laws. Securities laws also subject controlling persons to civil penalties for illegal insider trading by
employees, including employees located outside the United States. Controlling persons include directors, officers, and supervisors. These
persons may be subject to fines up to the greater of $1,000,000 or three times profit (or loss avoided) by the insider trader.
Inside information does not belong
to the individual directors, officers or other employees who may handle it or otherwise become knowledgeable about it. It is an asset
of the Company. For any person to use such information for personal benefit or to disclose it to others outside the Company violates the
Company’s interests. More particularly, in connection with trading in the Company’s securities, it is a fraud against members
of the investing public and against the Company.
All directors, executive officers
and employees of the Company must observe these policies at all times. Your failure to do so will be grounds for internal disciplinary
action, up to and including termination of your employment or directorship.
B. Who Does the Policy Apply To?
The prohibition against trading on
inside information applies to directors, officers and all other employees, and to other people who gain access to that information. The
prohibition applies to both domestic and international employees of the Company and its subsidiaries. Because of their access to confidential
information on a regular basis, Company policy subjects its directors and certain employees (the “Window Group”) to
additional restrictions on trading in Company securities. The restrictions for the Window Group are discussed in Section F below. In addition,
directors and certain employees with inside knowledge of material information may be subject to ad hoc restrictions on trading from time
to time.
C. Other Companies’ Stock.
Employees, executive officers and
directors who learn material information about suppliers, customers, or competitors through their work at the Company, should keep it
confidential and not buy or sell stock in such companies until the information becomes public. Employees, executive officers and directors
should not give tips about such stock.
D. Hedging and Derivatives.
Employees, executive officers and directors
are prohibited from engaging in any hedging transactions (including transactions involving options, puts, calls, prepaid variable forward
contracts, equity swaps, collars and exchange funds or other derivatives) that are designed to hedge or speculate on any change in the
market value of the Company’s equity securities.
Trading in options or other derivatives
is generally highly speculative and very risky. People who buy options are betting that the stock price will move rapidly. For that reason,
when a person trades in options in his or her employer’s stock, it will arouse suspicion in the eyes of the SEC that the person
was trading on the basis of inside information, particularly where the trading occurs before a company announcement or major event. It
is difficult for an employee, executive officer or director to prove that he or she did not know about the announcement or event.
If the SEC or the Nasdaq were to
notice active options trading by one or more employees, executive officers or directors of the Company prior to an announcement, they
would investigate. Such an investigation could be embarrassing to the Company (as well as expensive), and could result in severe penalties
and expense for the persons involved. For all of these reasons, the Company prohibits its employees, executive officers and directors
from trading in options or other derivatives involving the Company’s stock. This policy does not pertain to employee stock options
granted by the Company. Employee stock options cannot be traded.
E. Pledging of Securities, Margin Accounts.
Pledged securities may be sold by
the pledgee without the pledgor’s consent under certain conditions. For example, securities held in a margin account may be sold
by a broker without the customer’s consent if the customer fails to meet a margin call. Because such a sale may occur at a time
when an employee, executive officer or a director has material inside information or is otherwise not permitted to trade in Company securities,
the Company prohibits employees, executive officers and directors from pledging Company securities in any circumstance, including by purchasing
Company securities on margin or holding Company securities in a margin account.
F. General Guidelines.
The following guidelines should be
followed in order to ensure compliance with applicable antifraud laws and with the Company’s policies:
1.
Nondisclosure. Material inside information must not be disclosed to anyone, except to persons within the Company whose positions
require them to know it. Tipping refers to the transmission of inside information from an insider to another person. Sometimes this involves
a deliberate conspiracy in which the tipper passes on information in exchange for a portion of the “tippee’s” illegal
trading profits. Even if there is no expectation of profit, however, a tipper can have liability if he or she has reason to know that
the information may be misused. Tipping inside information to another person is like putting your life in that person’s hands. So
the safest choice is: Don’t tip.
2. Trading
in Company Securities. No employee, executive officer or director should place a purchase or sale order, or recommend that another
person place a purchase or sale order in the Company’s securities when he or she has knowledge of material information concerning
the Company that has not been disclosed to the public. This includes orders for purchases and sales of stock and convertible securities,
including engaging in any “short sales” of the Company’s securities. The exercise of employee stock options is not
subject to this policy. However, stock that was acquired upon exercise of a stock option will be treated like any other stock, and may
not be sold by an employee who is in possession of material inside information. Any employee, executive officer or director who possesses
material inside information should wait until the start of the third business day after the information has been publicly released before
trading.
3.
Avoid Speculation. Investing in the Company’s common stock provides an opportunity to share in the future growth of
the Company. But investment in the Company and sharing in the growth of the Company does not mean short range speculation based on fluctuations
in the market. Such activities put the personal gain of the employee, executive officer or director in conflict with the best interests
of the Company and its stockholders. Although this policy does not mean that employees, executive officers or directors may never sell
shares, the Company encourages employees, executive officers and directors to avoid frequent trading in Company stock. Speculating in
Company stock is not part of the Company culture.
4. Trading
in Other Securities. No employee, executive officer or director should place a purchase or sale order, or recommend that another
person place a purchase or sale order, in the securities of another corporation (such as a supplier, an acquisition target or a competitor),
if the employee, executive officer or director learns in the course of his or her employment confidential information about the other
corporation that is likely to affect the value of those securities. For example, it would be a violation of the securities laws if an
employee, executive officer or director learned through Company sources that the Company intended to purchase assets from a company,
and then placed an order to buy or sell stock in that other company because of the likely increase or decrease in the value of its securities.
5. Restrictions
on the Window Group. The Window Group consists of (i) directors, executive officers and vice presidents of the Company and their
assistants and household members, (ii) subset of employees in the financial reporting, business development or legal groups and (iii)
such other persons as may be designated from time to time and informed of such status by the Company’s Chief Financial Officer
and general counsel or an officer with similar duties and responsibilities of the Company (the “General Counsel”).
The Window Group is subject to the following restrictions on trading in Company securities:
| ● | trading is permitted from the start of the third business
day following the release of the Company’s quarterly and annual earnings until the 16th calendar day of the last month of the then
current fiscal quarter (the “Window”), subject to the restrictions below; |
| ● | all trades are subject to prior review; |
| ● | The Window Group must submit a request for approval in a
form set forth in Annex B hereto from the Company’s Chief Financial Officer and General Counsel before making any trade in Company
Securities; requests for approval of trades by the Chief Financial Officer and General Counsel should be submitted to the Chief Executive
Officer; |
| ● | no trading is permitted outside the Window except for reasons
of exceptional personal hardship and subject to prior review by the Chief Financial Officer and General Counsel; provided that, if one
of these individuals wishes to trade outside the Window, it shall be subject to prior review by the other; and |
| ● | individuals in the Window Group are also subject to the general
restrictions on all employees. |
Note that at times Chief Financial
Officer and the General Counsel may determine that no trades may occur even during the Window when clearance is requested. No reasons
may be provided and the closing of the Window itself may constitute material inside information that should not be communicated.
The foregoing Window Group restrictions
do not apply to transactions pursuant to written plans for trading securities that comply with Rule 10b5-1 under the Exchange Act (“10b5-1
Plans”) described in Annex A hereto. However, Window Group members may not enter into, amend or terminate a 10b5-1 Plan
relating to Company securities without the prior approval of Chief Financial Officer and the General Counsel, which will only be given
during a Window period.
The Company from time to time may
also impose an ad hoc trading freeze on all officers, directors, and other members of the Window Group due to significant unannounced
corporate developments. These trading freezes may vary in length.
Executive officers, directors or
any other member of the Window Group must promptly report to the Chief Financial Officer and General Counsel any transaction in any of
the Company’s securities by his or her or any of their respective assistants or family members other than transactions made pursuant
to an approved 10b5-1 Plan (as defined below).
In summary,
every employee of the Company is subject to trading restrictions when in possession of inside information regarding the Company. In addition,
officers, directors, and other members of the Window Group are subject to paragraph 5 above restricting their trading to window periods
and requiring pre-clearance.
You must promptly report to
the chief financial officer and the general counsel any trading in the company’s securities by anyone or disclosure of inside information
by COMPANY personnel that you have reason to believe may violate this Policy or the securities laws of the United States.
G. Applicability of U.S. Securities Laws to International Transactions.
All employees of the Company’
and its subsidiaries are subject to the restrictions on trading in Company securities and the securities of other companies. The U.S.
securities laws may be applicable to the securities of the Company’s subsidiaries or affiliates, even if they are located outside
the United States. Transactions involving securities of PRC, Hong Kong, Australia, Malaysia, the Middle East, or Singapore subsidiaries
or affiliates should be carefully reviewed by counsel for compliance not only with applicable PRC, Hong Kong, Australia, Malaysia, the
Middle East, or Singapore law but also for possible application of U.S. securities laws.
III. OTHER LIMITATIONS ON SECURITIES TRANSACTIONS
A. Public Resales – Rule 144.
The U.S. Securities Act (the “Securities
Act”) requires every person who offers or sells a security to register such transaction with the SEC unless an exemption from
registration is available. Rule 144 under the Securities Act is the exemption typically relied upon for (i) public resales by any person
of “restricted securities” (i.e., unregistered securities acquired in a private offering or sale) and (ii) public resales
by directors, officers and other control persons of a company (known as “affiliates”) of any of the Company’s
securities, whether restricted or unrestricted.
The exemption in Rule 144 may only
be relied upon if certain conditions are met. These conditions vary based upon whether the Company has been subject to the SEC’s
reporting requirements for 90 days (and is therefore a “reporting company” for purposes of the rule) and whether the person
seeking to sell the securities is an affiliate or not.
1. Holding
Period. Restricted securities issued by a reporting company (i.e., a company that has been subject to the SEC’s reporting requirements
for at least 90 days) must be held and fully paid for a period of six months prior to their sale. Restricted securities issued by a non-reporting
company are subject to a one-year holding period. The holding period requirement does not apply to securities held by affiliates that
were acquired either in the open market or in a public offering of securities registered under the Securities Act. Generally, if the
seller acquired the securities from someone other than the Company or an affiliate of the Company, the holding period of the person from
whom the seller acquired such securities can be “tacked” to the seller’s holding period in determining if the holding
period has been satisfied.
2.
Current Public Information. Current information about the Company must be publicly available before the sale can be made.
The Company’s periodic reports filed with the SEC ordinarily satisfy this requirement. If the seller is not an affiliate of the
Company issuing the securities (and has not been an affiliate for at least three months) and one year has passed since the securities
were acquired from the issuer or an affiliate of the issuer (whichever is later), the seller can sell the securities without regard to
the current public information requirement.
Rule 144 also
imposes the following additional conditions on sales by persons who are “affiliates.” A person or entity is considered an
“affiliate,” and therefore subject to these additional conditions, if it is currently an affiliate or has been an affiliate
within the previous three months:
3.
Volume Limitations. The amount of debt securities which can be sold by an affiliate during any three-month period cannot
exceed 10% of a tranche (or class when the securities are non-participatory preferred stock), together with all sales of securities of
the same tranche sold for the account of the affiliate. The amount of equity securities that can be sold by an affiliate during any three-month
period cannot exceed the greater of (i) one percent of the outstanding shares of the class or (ii) the average weekly reported trading
volume for shares of the class during the four calendar weeks preceding the time the order to sell is received by the broker or executed
directly with a market maker.
4.
Manner of Sale. Equity securities held by affiliates must be sold in unsolicited brokers’ transactions, directly
to a market-maker or in riskless principal transactions.
5. Notice of
Sale. An affiliate seller must file a notice of the proposed sale with the SEC at the time the order to sell is placed with the broker,
unless the amount to be sold neither exceeds 5,000 shares nor involves sale proceeds greater than $50,000. See “Filing Requirements”.
Bona fide gifts are not deemed
to involve sales of shares for purposes of Rule 144, so they can be made at any time without limitation on the amount of the gift. Donees
who receive restricted securities from an affiliate generally will be subject to the same restrictions under Rule 144 that would have
applied to the donor, depending on the circumstances.
B. Private Resales.
Directors and officers also may sell securities in a private
transaction without registration. Although there is no statutory provision or SEC rule expressly dealing with private sales, the general
view is that such sales can safely be made by affiliates if the party acquiring the securities understands he is acquiring restricted
securities that must be held for at least six months (if issued by a reporting company that meets the current public information requirements)
or one-year (if issued by a non-reporting company) before the securities will be eligible for resale to the public under Rule 144. Private
resales raise certain documentation and other issues and must be reviewed in advance by the Company’s General Counsel.
C. Restrictions on Purchases of Company Securities.
In order to prevent market manipulation,
the SEC adopted Regulation M under the U.S. Exchange Act. Regulation M generally restricts the Company or any of its affiliates from buying
Company stock, including as part of a share buyback program, in the open market during certain periods while a distribution, such as a
public offering, is taking place. You should consult with the Company’s General Counsel, if you desire to make purchases of Company
stock during any period that the Company is making conducting an offering or buying shares from the public.
D. Filing Requirements.
1.
Schedule 13D and 13G. Section 13(d) of the Exchange Act requires the filing of a statement on Schedule 13D (or on Schedule
13G, in certain limited circumstances) by any person or group which acquires beneficial ownership of more than five percent of a class
of equity securities registered under the Exchange Act. The threshold for reporting is met if the stock owned, when coupled with the amount
of stock subject to options exercisable within 60 days, exceeds the five percent limit.
A report on Schedule 13D is required
to be filed with the SEC and submitted to the Company within ten days after the reporting threshold is reached. If a material change occurs
in the facts set forth in the Schedule 13D, such as an increase or decrease of one percent or more in the percentage of stock beneficially
owned, an amendment disclosing the change must be filed promptly. A decrease in beneficial ownership to less than five percent is per
se material and must be reported.
A limited category of persons (such
as banks, broker-dealers and insurance companies) may file on Schedule 13G, which is a much abbreviated version of Schedule 13D, as long
as the securities were acquired in the ordinary course of business and not with the purpose or effect of changing or influencing the control
of the issuer. A report on Schedule 13G is required to be filed with the SEC and submitted to the Company within 45 days after the end
of the calendar year in which the reporting threshold is reached.
A person is deemed the beneficial
owner of securities for purposes of Section 13(d) if such person has or shares voting power (i.e., the power to vote or direct
the voting of the securities) or dispositive power (i.e., the power to sell or direct the sale of the securities). A person filing
a Schedule 13D or 13G may disclaim beneficial ownership of any securities attributed to him or her if he or she believes there is a reasonable
basis for doing so.
2.
Form 144. As described above under the discussion of Rule 144, an affiliate seller relying on Rule 144 must file a notice
of proposed sale with the SEC at the time the order to sell is placed with the broker unless the amount to be sold during any three-month
period neither exceeds 5,000 shares nor involves sale proceeds greater than $50,000.
Annex A
Overview
of 10b5-1 Plans
Under Rule 10b5-1, large stockholders,
directors, officers and other insiders who regularly possess material nonpublic information (MNPI) but who nonetheless wish to buy or
sell stock may establish an affirmative defense to an illegal insider trading charge by adopting a written plan to buy or sell at a time
when they are not in possession of MNPI. A 10b5-1 plan typically takes the form of a contract between the insider and his or her broker.
The plan must be entered into at
a time when the insider has no MNPI about the company or its securities (even if no trades will occur until after the release of the MNPI).
The plan must:
1. specify the amount, price (which may include a limit price) and specific dates of purchases or sales; or
2.
include a formula or similar method for determining amount, price and date; or
3. give the broker the exclusive right to determine
whether, how and when to make purchases and sales, as long as the broker does so without being aware of MNPI at the time the trades are
made.
Under the first two alternatives,
the 10b5-1 plan cannot give the broker any discretion as to trade dates. As a result, a plan that requests the broker to sell 1,000 shares
per week would have to meet the requirements under the third alternative. On the other hand, under the second alternative, the date may
be specified by indicating that trades should be made on any date on which the limit price is hit. The affirmative defense is only available
if the trade is in fact made pursuant to the preset terms of the10b5-1 plan (unless the terms are revised at a time when the insider is
not aware of any MNPI and could therefore enter into a new plan). Trades are deemed not to have been made pursuant to the plan if the
insider later enters into or alters a corresponding or hedging transaction or position with respect to the securities covered by the plan
(although hedging transactions could be part of the plan itself).
Guidelines
for 10b5-1 Plans
When can a plan be adopted
or amended? Because Rule 10b5-1 prohibits an insider from adopting or amending a plan while in possession of MNPI, allegations
of insider trading despite the existence of a 10b5-1 plan are likely to focus on what was known at the time of plan adoption or amendment.
It is recommended that companies permit an executive to adopt or amend a 10b5-1 plan only when the executive can otherwise buy or sell
securities under the company’s insider trading policy, such as during an open window immediately after the announcement of quarterly
earnings.
Should a plan impose a waiting
period before trading can begin? Because an insider cannot have MNPI when a plan is adopted or amended, Rule 10b5-1 does not require
the plan to include a waiting period before trading can begin. And importantly, including a waiting period (even a lengthy delay) will
not correct the fatal flaw of adopting or amending a plan while in possession of MNPI. Many companies, however, require 10b5-1 plans to
include a waiting period as a matter of risk management, in order to decrease the likelihood of the scrutiny that can occur when an executive’s
trading activity suddenly commences before material news is announced. Practice varies as to length (anywhere from 10 days to the next
open window), although the rationale for including a waiting period is usually stronger when the period is long enough to be able to say
that any information currently in the insider’s possession should either be stale or public by the time trading commences. This
has no bearing on the effectiveness of a 10b5-1 plan, but a longer delay can, as a matter of optics, help an insider demonstrate that
he or she was not motivated to make trades by nonpublic information available at the time of plan adoption or amendment.
Should adoption of a plan be
announced publicly? Generally speaking, there is no requirement to publicly disclose the adoption, amendment or termination of
a 10b5-1 plan, although in some cases public announcement may be advisable due to the identity of the insider, the magnitude of the plan,
or other special factors. That said, announcing the adoption of a 10b5-1 plan may be a useful way to head off future public relations
issues, since announcing a plan’s adoption prepares the market and should help investors understand the reasons for insider sales
when trades are later reported. If a company decides to announce the adoption of a 10b5-1 plan, we do not generally recommend disclosing
plan details, other than, perhaps, the aggregate number of shares involved; this is to diminish the ability of market professionals to
front-run the insider’s transactions. It is unusual to announce the suspension or termination of a plan.
What else should we consider
when amending or modifying a plan? As noted above, an insider may only modify or amend a 10b5-1 plan when he or she is not in
possession of MNPI. Even if an insider is not in possession of MNPI at the time of amendment, a pattern of amending or modifying one’s
plan raises the question of whether the insider is using the plan as a legitimate tool to diversify his or her risk exposure and monetize
assets, or as a way to opportunistically step in and out of the market. Because Rule 10b5-1 provides an affirmative defense but not a
safe harbor, insiders and their companies should be aware that the effectiveness of the affirmative defense could be diminished by a pattern
of plan amendments and modifications.
Can a plan be terminated or
suspended? Unlike amending a plan, a 10b5-1 plan may legally be terminated before its predetermined end date even though the insider
is in possession of MNPI (although some brokers’ forms prohibit this as a contractual matter). Because plan sales shortly before
the announcement of bad news can generate unwanted attention, an insider may decide to terminate a plan in the face of an impending negative
announcement, even though as a technical matter the affirmative defense would be expected to cover the sales. On the other hand, terminating
a selling plan before an impending positive announcement may raise the suspicion that the insider is using Rule 10b5-1 as a way to opportunistically
time the market, thereby risking the likelihood that his or her future use of the affirmative defense will be successful.
It is generally suggested that plan
terminations initiated by an insider take place during an open window, absent special circumstances and approval by the general counsel.
It may also make sense for the general counsel to have the ability, but not the responsibility, to terminate the plan. Plans should also
allow for mandatory suspension if legally required, for example due to Regulation M or tax reasons.
How long should a plan last?
In order to minimize the need for early termination, the term of the plan should be carefully weighed at the outset. An optimal
plan term will be long enough to distance the insider, and any current knowledge that he or she may have, from a particular trade but
short enough that it will not require termination should the insider’s financial planning strategies change. A short “one-off”
10b5-1 plan can appear to be timed to take advantage of MNPI. On the other hand, the longer the plan term, the greater the likelihood
that it will need to be modified or terminated. Most plans tend to have a term of six months to two years.
Should the company pre-clear
or review an executive’s plan? It is generally recommended that the company pre-clear or review a proposed 10b5-1 plan,
which may provide assurance that the plan complies with best practices. Certain companies disallow the third type of plan (one that gives
the broker the right to determine whether, how and when to make purchases) in order to avoid the evidentiary difficulty associated with
proving that the executive did not communicate with the broker with respect to trades under the plan. While this is not required, this
is a prudent option to consider.
In addition to requiring a 10b-5 plan
to be pre-approved by the Company, other limits that are sometimes considered are whether to set a maximum percentage of holdings that
can be subject to a 10b5-1 plan, and rules for setting price floors.
Annex B
Request for Approval to Trade in the Securities of Star
Fashion Culture Holdings Limited
To: Chief Financial Officer / General Counsel
From:
Print Name
I hereby request approval for myself
(or a member of my immediate family or household or a family member whose transactions regarding securities of Star Fashion Culture Holdings
Limited are directed by me or are subject to my influence or control) to execute the following transaction relating to the securities
of Star Fashion Culture Holdings Limited
Type of transaction (check one):
| ☐ | EXERCISE OPTION (AND SELL SHARES) |
Securities involved in transaction:
Number of securities:
Other (please explain):
Name of beneficial owner if other
than yourself:
Relationship of beneficial owner
to yourself:
Signature: Date:
This Authorization is valid until the earlier of thirty
(30) calendar days after the date of this Approval or until the commencement of a “blackout” period.
Approved by:
Name:
Date: Time:
12
Exhibit 99.7
Star Fashion Culture Holdings Limited Announces
Pricing of $8.60 Million Initial Public Offering
Xiamen, China, Oct. 11, 2024 (GLOBE NEWSWIRE)
-- Star Fashion Culture Holdings Limited (“Star Fashion” or the “Company”) today announced the pricing
on October 10, 2024 of its initial public offering of an aggregate of 2,150,000 shares of its Class A Ordinary Shares (“the Offering”).
The Offering was priced at $4.00 per share.
In addition, the Company has granted the Underwriters
a 30-day option to purchase up to an additional 322,500 shares of its Class A Ordinary Shares at the initial public offering price (“the
Over-allotment”), less underwriting discounts and commissions.
Assuming that the Over-allotment is not exercised,
the gross proceeds to Star Fashion from the Offering, before deducting underwriting discounts and commissions and estimated offering expenses
payable by Star Fashion, is expected to be $8.60 million.
The shares are expected to begin trading on
the Nasdaq Capital Market under the ticker symbol “STFS” on October 11, 2024. The Offering is expected to close on October
15, 2024, subject to customary closing conditions.
Cathay Securities, Inc. (“Cathay”)
is the representative for the offering, and WestPark Capital, Inc. (“Westpark”） is an underwriter for the offering.
Loeb & Loeb LLP, Jingtian & Gongcheng and Ogier are acting as U.S., China, and Cayman Islands legal counsels to the
Company, respectively, and Haneberg Hurlbert PLC is acting as U.S. legal counsel to Cathay for the Offering.
The Offering and resale registration statement
is being conducted pursuant to the Company’s Registration Statement on Form F-1 (File No. 333-280198), as amended, which was declared
effective by the U.S. Securities and Exchange Commission (“SEC”) on September 30, 2024. The Offering is being made only by
means of a prospectus. Before you invest, you should read the prospectus and other documents the Company has filed or will file with the
SEC for more information about the Company and the Offering. You may get these documents for free by visiting EDGAR on the SEC Website
at www.sec.gov. Alternatively, electronic copies of the prospectus relating to the Offering may be obtained from:
Cathay Securities, Inc.
40 Wall Street
Suite 3600
New York, NY 10005
(855) 939-3888
service@cathaysecurities.com
In addition, a copy of the final prospectus,
when available, relating to the Offering may be obtained via the SEC’s website at www.sec.gov. This press release has been
prepared for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities,
and no sale of these securities may be made in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or other jurisdiction.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this press
release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts,
may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These
statements include, but are not limited to, statements relating to the expected trading commencement and closing dates. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “potential,” “predict,” “project,” “should,” “target,”
“will,” “would” and similar expressions are intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking
statements as a result of various important factors, including: the uncertainties related to market conditions and the completion of the
public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the preliminary
prospectus filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking
statements in this press release. Any forward-looking statements contained in this press release speak only as of the date hereof, and
Star Fashion Culture Holdings Limited specifically disclaims any obligation to update any forward-looking statement, whether as a result
of new information, future events or otherwise, except as required by law.
About Star Fashion Culture Holdings
Limited
Star Fashion Culture Holdings Limited
(NASDAQ:STFS ) is a content marketing solutions services provider with a mission to offer high-quality diversified services. We offer
services focusing on (i) marketing campaign planning and execution; (ii) offline advertising services; and (iii) online precision marketing
services. The company assists customers in enhancing the effectiveness of their marketing activities and the value of their brand and
products through our variety of services offered.
Contacts
Star Fashion Culture holdings Limited
Investor Relations Contact:
12F, No.611, Sishui Road
Huli District,
Xiamen
People’s Republic of China
Tel: +86 13063138565
Email: hira@xmxing-ji.com
Exhibit 99.8
Star Fashion Culture Holdings Limited Announces
Closing of $8.6 Million Initial Public Offering
Xiamen, China, Oct. 15, 2024 (GLOBE NEWSWIRE)
-- Star Fashion Culture Holdings Limited (“Star Fashion” or “the Company”) today announced the closing
of its previously announced initial public offering of an aggregate 2,150,000 Class A Ordinary Shares (“the Offering”) at
a price of $4.00 per share (“the Offering Price”) to the public, for a total of approximately US$8.6 million of gross proceeds
to the Company, before deducting underwriting discounts and offering expenses. The shares began trading on the NASDAQ Capital Market on
October 11, 2024, under the symbol “STFS.”
In addition, the Company has granted the Underwriters
a 30-day option to purchase up to an additional 322,500 shares of its Class A Ordinary Shares at the initial public offering price (“the
Overallotment”), less underwriting discounts and commissions.
Cathay Securities, Inc. (“Cathay”)
is the representative for the offering, and WestPark Capital, Inc. (“Westpark”）is an underwriter for the offering.
Loeb & Loeb LLP, Jingtian & Gongcheng and Ogier are acting as U.S., China, and Cayman Islands legal counsels to the Company, respectively,
and Haneberg Hurlbert PLC is acting as U.S. legal counsel to Cathay for the Offering.
The Offering registration statement is being
conducted pursuant to the Company’s Registration Statement on Form F-1 (File No. 333-280198), as amended, which was declared effective
by the U.S. Securities and Exchange Commission (“SEC”) on September 30, 2024. The Offering is being made only by means of
a prospectus. Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for
more information about the Company and the Offering. You may get these documents for free by visiting EDGAR on the SEC Website at www.sec.gov. Alternatively,
electronic copies of the prospectus relating to the Offering may be obtained from:
Cathay Securities, Inc.
40 Wall Street
Suite 3600
New York, NY 10005
(855) 939-3888
service@cathaysecurities.com
In addition, a copy of the final prospectus,
when available, relating to the Offering may be obtained via the SEC’s website at www.sec.gov. This press release has been
prepared for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities,
and no sale of these securities may be made in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or other jurisdiction.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this press
release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts,
may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These
statements include, but are not limited to, statements relating to the expected trading commencement and closing dates. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “potential,” “predict,” “project,” “should,” “target,”
“will,” “would” and similar expressions are intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking
statements as a result of various important factors, including: the uncertainties related to market conditions and the completion of the
public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the preliminary
prospectus filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking
statements in this press release. Any forward-looking statements contained in this press release speak only as of the date hereof, and
Star Fashion Culture Holdings Limited specifically disclaims any obligation to update any forward-looking statement, whether as a result
of new information, future events or otherwise, except as required by law.
About Star Fashion Culture Holdings Limited
Star Fashion Culture Holdings Limited (NASDAQ:STFS
) is a content marketing solutions services provider with a mission to offer high-quality diversified services. We offer services focusing
on (i) marketing campaign planning and execution; (ii) offline advertising services; and (iii) online precision marketing services. The
company assists customers in enhancing the effectiveness of their marketing activities and the value of their brand and products through
our variety of services offered.
Contacts
Star Fashion Culture Holdings Limited
Investor Relations Contact:
12F, No.611, Sishui Road
Huli District,
Xiamen
People’s Republic of China
Tel: +86 13063138565
Email: hira@xmxing-ji.com
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