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 May 2024
Commission File Number: 001-42098
JIADE LIMITED
Unit 2-02, Puningdun Business Plaza, No. 1702
and 1706 Minjiang Road
Jinjiang District, Chengdu City, Sichuan Province
The People’s Republic of China, 610000
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x
Form 40-F ¨
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
On May 14, 2024, JIADE LIMITED (the “Company”)
entered into an underwriting agreement (the “Underwriting Agreement”) with WestPark Capital, Inc., as representative
of the several underwriters listed on Schedule I to the Underwriting Agreement (the “Representative”), relating to
the Company’s initial public offering (the “IPO”) of 2,000,000 ordinary shares, par value $0.01 per share (the
“Ordinary Shares”), for a price of $4.00 per share, less certain underwriting discounts. The Company also granted the
underwriters a 60-day option to purchase up to 300,000 additional Ordinary Shares on the same terms and conditions for the purpose of
covering any over-allotments in connection with the IPO.
On May 17, 2024, the Company closed the IPO.
The Company completed the IPO pursuant to its registration statement on Form F-1 (File No. 333-276283), which was initially
filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 27, 2023, as amended, and declared
effective by the SEC on May 14, 2024. The offering was conducted on a firm commitment basis. The Ordinary Shares were previously
approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “JDZG” on May 15, 2024.
In connection with the IPO, the Company issued
a press release on May 15, 2024 announcing the pricing of the IPO and a press release on May 17, 2024 announcing the closing
of the IPO, respectively.
Copies of the Underwriting Agreement, the two
press releases, the Audit Committee Charter, the Compensation Committee Charter, and the Nominating and Corporate Governance Committee
Charter are attached hereto as Exhibits 10.1, 99.1, 99.2, 99.3, 99.4, and 99.5, respectively, and are incorporated by reference herein.
The foregoing summaries of the terms of the Underwriting Agreement do not purport to be a complete description of the document described
in this Form 6-K, and are subject to, and qualified in their entirety by, such document.
This report does not constitute an offer to sell,
or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 17, 2024
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JIADE LIMITED |
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By: |
/s/ Yuan Li |
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Name: |
Yuan Li |
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Title: |
Chief Executive Officer |
EXHIBIT INDEX
Exhibit 10.1
2,000,000 Ordinary Shares
JIADE LIMITED
ORDINARY SHARES, PAR VALUE US$ 0.01 PER SHARE
UNDERWRITING AGREEMENT
May 14, 2024
WestPark Capital, Inc.
1800 Century Park East, Suite 220,
Los Angeles, CA 90077
United States
As Representative of the several Underwriters named in Schedule I hereto
Ladies and Gentlemen:
JIADE LIMITED, an exempted company incorporated
with limited liability under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to the several
underwriters named in Schedule I attached hereto (the “Underwriters”), for whom WestPark Capital, Inc. is acting
as representative (in such capacity, the “Representative”), an aggregate of 2,000,000 ordinary shares, par value US$0.01
per share, of the Company (the “Firm Shares”).
The Company also proposes to issue and sell to
the Representative not more than an additional 300,000 ordinary shares, par value US$0.01 per share, of the Company (the “Additional
Shares”), if and to the extent that the Representative shall have determined to exercise, on behalf of the Underwriters, the
right to purchase such Additional Shares granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares
are hereinafter collectively referred to as the “Shares.” The ordinary shares, par value US$0.01 per share, of the
Company, issued and outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Ordinary
Shares”.
The Company has filed with the U.S. Securities
and Exchange Commission (the “Commission”) a registration statement, including a prospectus, relating to the Shares.
The registration statement relating to the Shares, as amended, and at the time when it becomes effective, including the information (if
any) deemed to be part of the registration statement at the time of effectiveness, pursuant to Rule 430A under the U.S. Securities
Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement;”
the prospectus in the form first used to confirm sales of Shares (or in the form first made available to the Underwriters by the Company
to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Prospectus.”
If the Company has filed abbreviated registration statements to register additional Ordinary Shares pursuant to Rule 462(b) under
the Securities Act (the “Rule 462 Registration Statements”), then any reference herein to the terms “Registration
Statement” shall be deemed to include the corresponding Rule 462 Registration Statement. The Company has filed, in accordance
with Section 12 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), a registration statement
on Form 8-A to register the Shares (the “Form 8-A Registration Statement”).
For purposes of this Agreement, “free
writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “Time of Sale Prospectus”
means the preliminary prospectus included in the Registration Statement at the time at which the Commission declared the Registration
Statement effective (the “Effective Date”) together with the documents and pricing information set forth in Schedule
II attached hereto, and a “bona fide electronic road show” is as defined in Rule 433(h)(5) under the Securities
Act that has been made available without restriction to any person. As used herein, the terms “Registration Statement,” “preliminary
prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated
by reference therein as of the date hereof.
1. Representations
and Warranties.
The Company represents and warrants to and agrees
with each of the Underwriters that:
(a) Effectiveness
of Registration Statement. The Registration Statement has become effective under the Securities Act and is not proposed to be amended;
no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued, no order
preventing or suspending the use of the Time of Sale Prospectus, the Prospectus or any free writing prospectus has been issued and no
proceedings for any of those purposes have been initiated or are pending before or, to the Company’s knowledge, threatened by the
Commission. The Form 8-A Registration Statement has become effective as provided in Section 12 of the Exchange Act. The Shares
all have been or will be duly registered under the Act pursuant to the Registration Statement.
(b) Compliance
with Securities Law. (i) Each of the Registration Statement and the Form 8-A Registration Statement, when it became effective,
did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement
at the time it became effective, on the Closing Date and any Option Closing Date (as collectively defined in Section 4 hereof) comply
and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and
regulations of the Commission thereunder, each Time of Sale Prospectus, the Prospectus and any amendment or supplement thereto, at the
time each was filed with the Commission, and, in each case, on the Closing Date and any Option Closing Date complied and will comply the
Securities Act and the applicable rules and regulations of the Commission thereunder, and each Time of Sale 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 on its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“EDGAR”),
except to the extent permitted by Regulation S-T, (iii) the Time of Sale Prospectus does not, and at the time of each sale of the
Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date and
each Option Closing Date, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, (iv) each bona fide electronic road show, if any, when considered together with the Time
of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading and (v) the Prospectus, at its date, at the time
it is filed with the Commission pursuant to 424(b) under the Securities Act, and at the Closing Date and each Option Closing Date,
does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except
that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement,
the Time of Sale Prospectus or the Prospectus based upon information furnished to the Company in writing by such Underwriter through the
Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists
of the Underwriter Information described as such in Section 9(a) hereof.
(c) Ineligible
Issuer Status and Issuer Free Writing Prospectus. (i) At the time of the initial filing of the Registration Statement and (ii) at
the date of this Agreement, the Company was not and is not an “ineligible issuer” in connection with the offering pursuant
to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to
Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of
the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company
has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of
or used or referred to by the Company complies or will comply in all material respects with the requirements of the Securities Act and
the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in
Schedule II hereto, and electronic road shows, if any, furnished to the Representative before first use, the Company has not prepared,
used or referred to, and will not, without the prior consent of the Representative, prepare, use or refer to, any free writing prospectus.
The Company has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission
any electronic road show. As of the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available
to prospective purchasers, no free writing prospectuses, when considered together with the Time of Sale Prospectus, 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 light of the circumstances under which they were made, not misleading, except that the representations and
warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus
or the Prospectus based upon information furnished to the Company in writing by such Underwriter through the Representative expressly
for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the Underwriter
Information described as such in Section 9(a) hereof.
(d) Testing-the-Waters
Communication. (i) “Testing-the-Waters Communication” means any oral or written communication with potential
investors undertaken in reliance on Section 5(d) of the Securities Act. (ii) The Company (A) has not alone engaged
in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representative with entities
that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are accredited
investors within the meaning of Rule 501 under the Securities Act, and (B) has not authorized anyone other than the Representative
to engage in Testing-the-Waters Communications. The Company reconfirms that the Representative has been authorized to act on its behalf
in undertaking Testing-the-Waters Communications. (iii) the Company has not distributed any other Written Testing-the-Waters Communications.
“Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication
within the meaning of Rule 405 under the Securities Act. As of the time of each sale of the Shares in connection with the offering
when the Prospectus is not yet available to prospective purchasers, no individual Written Testing-the-Waters Communications, when considered
together with the Time of Sale Prospectus, 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 light of the circumstances under which they
were made, not misleading.
(e) Emerging
Growth Company. From the time of initial confidential submission of the Registration Statement to the Commission (or, if earlier,
the first date on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communication)
through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of
the Securities Act (an “Emerging Growth Company”).
(f) Good
Standing of the Company. The Company has been duly incorporated, is validly existing as an exempted company with limited liability
in good standing with the Registrar of Companies in the Cayman Islands, has the power and authority (corporate and other) to own or lease
its property and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and
to enter into and perform its obligations under this Agreement; and the Company is duly qualified to transact business and is in good
standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification.
The currently effective memorandum and articles of association or other constitutive or organizational documents of the Company comply
with the requirements of applicable Cayman Islands laws and are in full force and effect. The amended and restated memorandum and articles
of association of the Company adopted on December 23, 2023, filed as Exhibit 3.2 to the Registration Statement, comply with
the requirements of applicable Cayman Islands laws and, immediately following closing on the Closing Date of the Ordinary Shares offered
and sold hereunder, will be in full force and effect. Complete and correct copies of all constitutive documents of the Company and all
amendments thereto have been delivered to the Representative and no change will be made to any such constitutive documents on or after
the date of this Agreement through and including the Closing Date.
(g) Controlled
Entities. The subsidiaries listed in Schedule III hereto (each a “Controlled Entity” and collectively, the “Controlled
Entities”) is the entire list of the subsidiaries and consolidated entities of the Company. Each of the Controlled Entities
has been duly incorporated, is validly existing as a corporation with limited liability, as the case may be, and in good standing under
the respective laws of the jurisdiction of its incorporation, has power and authority (corporate and other) to own or lease its property
and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and is duly qualified
to transact business, and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of
property requires such qualification. All of the equity interests of each Controlled Entity have been duly and validly authorized and
issued, are owned directly or indirectly by the Company, are fully paid in accordance with its articles of association, and are non-assessable
and free and clear of all liens, encumbrances, equities or claims. None of the issued outstanding share capital or equity interest in
any Controlled Entity was issued in violation of preemptive or similar rights of any security holder of such Controlled Entity. All of
the constitutive or organizational documents of each of the Controlled Entities comply with the requirements of applicable laws of its
jurisdiction of incorporation or organization and are in full force and effect. Other than the Controlled Entities, the Company does not
directly or indirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated
affiliated entity whose financial results would be consolidated under U.S. Generally Accepted Accounting Principles with the financial
results of the Company on the consolidated financial statements of the Company, regardless of whether the Company directly or indirectly
owns less than a majority of the equity interests of such person.
(h) Authorization
of this Agreement. This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization,
execution and delivery by the other parties hereto, constitutes a valid and legally binding obligation of the Company, enforceable in
accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The description
of this Agreement contained in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus is true and accurate
in all material respects.
(i) [Reserved.]
(j) Due
Authorization of Registration Statements. The Registration Statement, the preliminary prospectus, the Prospectus, any issuer free
writing prospectus and the filing of the Registration Statement, the Prospectus, any issuer free writing prospectus with the Commission
have each been duly authorized by and on behalf of the Company, and the Registration Statement has been duly executed pursuant to such
authorization by and on behalf of the Company.
(k) Share
Capital. The authorized share capital of the Company conforms as to legal matters to the description thereof contained in each of
the Registration Statement, the Time of Sale Prospectus and the Prospectus.
(l) Ordinary
Shares. (i) The Ordinary Shares issued and outstanding prior to the issuance of the Shares have been duly authorized and are
validly issued, fully paid and non-assessable. As of the date hereof, the Company has authorized, issued and outstanding capitalization
as set forth in the sections of the Time of Sale Prospectus and the Prospectus under the headings “Capitalization” and “Description
of Share Capital” and, as of the Closing Date, the Company shall have authorized, issued and outstanding capitalization as set forth
in the sections of the Time of Sale Prospectus and the Prospectus under the headings “Capitalization” and “Description
of Share Capital.” (ii) Except as described in the Time of Sale Prospectus and the Prospectus, there are (A) no outstanding
securities issued by the Company convertible into or exchangeable for, rights, warrants or options to acquire from the Company, or obligations
of the Company to issue, Ordinary Shares or any of the share capital of the Company, and (B) no outstanding rights, warrants or options
to acquire, or instruments convertible into or exchangeable for, any share capital of, or any direct interest in, any of the Company’s
Controlled Entities.
(m) [Reserved]
(n) Shares.
(i) The Shares to be issued and sold by the Company have been duly authorized and, when issued and allotted in accordance with
the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject
to any preemptive rights, resale rights, rights of first refusal or similar rights. The Shares, when issued and allotted against payment
therefor in accordance with the terms of this Agreement, will be free of any restriction upon the voting or transfer thereof pursuant
to the Company’s memorandum and articles of association or any agreement or other instrument to which the Company is a party. (ii) The
Shares, when issued, are freely transferable by the Company to or for the account of the several Underwriters and the initial purchasers
thereof, and, except as described in the Time of Sale Prospectus and the Prospectus, there are no restrictions on subsequent transfers
of the Shares under the laws of the Cayman Islands or the United States.
(o) Accurate
Disclosure. The statements in the Time of Sale Prospectus and the Prospectus under the headings “Prospectus Summary,”
“Risk Factors,” “Enforceability of Civil Liabilities,” “Use of Proceeds,” “Dividend Policy,”
“Corporate History and Structure,” “Management’s Discussion and Analysis of Financial Condition and Results of
Operations,” “Business,” “Regulations,” “Management,” “Principal Shareholders,”
“Related Party Transactions,” “Description of Share Capital,” “Shares Eligible For Future Sale,” “Material
Income Tax Consideration” and “Underwriting,” insofar as such statements summarize legal matters, agreements, documents
or proceedings discussed therein, are accurate, complete and fair summaries of such matters described therein in all material respects;
provided, however, that this representation and warranty shall not apply the Underwriter Information (as defined in Section 9(b) hereof).
(p) Listing.
The Ordinary Shares have been approved for listing on the Nasdaq Capital Market (“ NASDAQ”), subject to official notice
of issuance.
(q) Compliance
with Law, Constitutive Documents and Contracts. Except as described in the Time of Sale Prospectus and the Prospectus, neither the
Company nor any of the Controlled Entities is (i) in breach or violation of any provision of applicable laws and regulations (including
any applicable laws and regulations concerning intellectual property rights, cybersecurity, adult education supporting services, software
platforms and auxiliary solutions) or (ii) is in breach or violation of its respective constitutive documents, or (iii) in default
under (nor has any event occurred which, with notice, lapse of time or both, would result in any breach or violation of, constitute a
default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase,
redemption or repayment of all or a part of such indebtedness under) any agreement or other instrument that is (x) binding upon the
Company or any of the Controlled Entities and (y) material to the Company and the Controlled Entities taken as a whole, or any judgment,
order or decree of any governmental body, agency or court having jurisdiction over the Company or any of the Controlled Entities.
(r) Absence
of Defaults and Conflicts Resulting from Transaction. The execution and delivery by the Company of, and the performance by the Company
of its obligations under, this Agreement will not contravene (i) any provision of applicable law or the memorandum and articles of
association or other constitutive documents of the Company, (ii) any agreement or other instrument binding upon the Company or any
of the Controlled Entities that is material to the Company and the Controlled Entities, taken as a whole, or (iii) any judgment,
order or decree of any governmental body, agency or court having jurisdiction over the Company or any of the Controlled Entities; and
no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance
by the Company of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various
states of the United States of America in connection with the offer and sale of the Shares.
(s) No
Material Adverse Change in Business. Since the end of the period covered by the latest financial statements included in the Registration
Statement, the Time of Sale Prospectus and the Prospectus, and except as otherwise specifically disclosed therein, (i) to the knowledge
of the Company, there has been no material adverse change, nor any development or event involving a prospective material adverse change,
in the condition (financial or otherwise), results of operations, business, or properties of the Company and its Controlled Entities,
taken as a whole; (ii) there has been no purchase of its own issued outstanding share capital by the Company, no dividend or distribution
of any kind declared, paid or made by the Company on any class of its share capital; (iii) there has been no material adverse change
in the share capital, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its Controlled
Entities; (iv) neither the Company nor any of its Controlled Entities has (A) entered into or assumed any material transaction
or agreement, (B) incurred, assumed or acquired any material liability or obligation, direct or contingent, (C) acquired or
disposed of or agreed to acquire or dispose of any business or any other asset, or (D) agreed to take any of the foregoing actions; and
(v) neither the Company nor any of its Controlled Entities has sustained any material loss or interference with its business from
fire, explosion, flood, typhoon, or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental
action, order or decree.
(t) No
Pending Proceedings. There are no legal or governmental proceedings pending or, to the best of the Company’s knowledge, threatened
(including any inquiries or investigations by any court or governmental agency or body, domestic or foreign), to which the Company, any
of its Controlled Entities or, to the Company’s knowledge, any of its executive officers, directors and key employees is a party
or to which any of the properties of the Company or any of its Controlled Entities is the subject (i) other than proceedings that
would not have a Material Adverse Effect, or materially and adversely affect the power or ability of the Company to perform its obligations
under this Agreement or to consummate the transactions contemplated by the Time of Sale Prospectus or (ii) that are required to be
described in the Registration Statement or the Prospectus and are not so described; and there are no statutes, regulations, contracts
or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the
Registration Statement that are not described or filed as required. A “Material Adverse Effect” means a material adverse
effect on the condition (financial or otherwise), earnings, results of operations, or business of the Company and its Controlled Entities,
taken as a whole, or on the ability of the Company and its Controlled Entities to carry out their obligations under this Agreement.
(u) Preliminary
Prospectuses. Each preliminary prospectus filed as part of the registration statement as originally filed or as part of any amendment
thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities
Act and the applicable rules and regulations of the Commission thereunder.
(v) Investment
Company Act. The Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds
thereof as described in the Time of Sale Prospectus and the Prospectus will not be, required to register as an “investment company”
as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”).
(w) Environmental
Laws. (i) The Company and its Controlled Entities, (A) are in compliance with any and all applicable national, local and
foreign laws and regulations (including, for the avoidance of doubt, all applicable laws and regulations of the PRC) relating to the protection
of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental
Laws”), (B) have received all permits, licenses or other approvals required of them under applicable Environmental Laws
to conduct their respective businesses and (C) are in compliance with all terms and conditions of any such permit, license or approval,
except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to
comply with the terms and conditions of such permits, licenses or approvals would not have a Material Adverse Effect. (ii) There
are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required
for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints
on operating activities and any potential liabilities to third parties), except for those that would not have a Material Adverse Effect.
(x) Registration
Rights; Lock-up Letters. Except as disclosed in the Time of Sale Prospectus and the Prospectus, there are no contracts, agreements
or understandings between the Company and any person granting such person the right to require the Company to file a registration statement
under the Securities Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to
include such securities in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant
to any other registration statement filed by the Company under the Securities Act (collectively, “registration rights”),
and any person to whom the Company has granted registration rights has agreed not to exercise such rights until after the expiration of
the Restricted Period referred to in Section 6(v) hereof. Each officer, director, existing shareholder holding 1% or more of
the Company’s Ordinary Shares has furnished to the Representative on or prior to the date hereof a letter or letters substantially
in the form of Exhibit A hereto (the “Lock-Up Letter”)
(y) Compliance
with Anti-Corruption Laws. Neither the Company nor any of its Controlled Entities or their respective affiliates, nor any director,
officer or employee thereof nor, to the Company’s knowledge, any agent or representative of the Company or of any of its Controlled
Entities or their respective affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other
unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise
to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or
indirectly, to any “government official” (including any officer, director or employee of a government or government-owned
or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of
the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or
omit to do any act in violation of his or her lawful duties, influence official action or secure, obtain or retain business or any other
improper advantage; (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful
benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit;
or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization
of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption
laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the Company and its
Controlled Entities and affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have instituted, maintained
and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance
with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before
any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities with respect
to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiry, threatened.
(z) Compliance
with Anti-Money Laundering Laws. The operations of the Company and its Controlled Entities are and have been conducted at all times
in compliance with all applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions
Reporting Act of 1970, as amended, the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering
statutes of all jurisdictions where the Company and its Controlled Entities conduct business, the rules and regulations thereunder
and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively,
the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Company or any of its Controlled Entities with respect to the Anti-Money Laundering
Laws is pending or, to the best knowledge of the Company, threatened.
(aa) Compliance
with Economic Sanctions. (i) Neither the Company nor any of its Controlled Entities, nor any director, officer or employee thereof,
nor, to the knowledge of the Company, any agent, affiliate or representative of the Company or any of its Controlled Entities, is an individual
or entity (“Person”) that is, or is owned or controlled by one or more Persons that are:
(A) the
subject of any sanctions administered or enforced by the U.S. government, including, but not limited to, the U.S. Department of Treasury’s
Office of Foreign Assets Control (“OFAC”), U.S. Department of State, the U.S. Department of Commerce, the United Nations
Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”),
or other relevant sanctions authority (collectively, “Sanctions”), nor
(B) located,
organized or resident in, or a national, governmental entity or agent of, a country or territory that is, the subject of Sanctions (including,
without limitation, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria).
(ii) The
Company represents and covenants that the Company and its Controlled Entities will not, directly or indirectly, use the proceeds of the
offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:
(A) to
fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or
facilitation, is, or whose government is, the subject of Sanctions; or
(B) in
any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether
as underwriter, advisor, investor or otherwise).
(iii) The
Company represents and covenants that, for the past five years, the Company and its Controlled Entities have not engaged in, are not now
engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of
the dealing or transaction is or was the subject of Sanctions.
(bb) Title
to Property. Each of the Company and its Controlled Entities has good and marketable title (valid land use rights and building ownership
certificates in the case of real property located in the PRC) to all real property and good and marketable title to all personal property
owned by them which is material to the business of the Company or its Controlled Entities, in each case free and clear of all liens, encumbrances
and defects except such as do not 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 and its Controlled Entities; and any real property and buildings held under lease by the Company
and its Controlled Entities are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and
do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Controlled Entities,
in each case except as described in the Time of Sale Prospectus and the Prospectus.
(cc) Possession
of Intellectual Property. The Company and its Controlled Entities own, possess, or have been authorized to use, or can acquire on
reasonable terms sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions,
technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof
(collectively, “Intellectual Property Rights”) necessary or material to the conduct of business now conducted or proposed
in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be conducted by them, and the expected expiration of
any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed
in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) there are no rights of third parties to any of
the Intellectual Property Rights owned by the Company or its Controlled Entities; (ii) to the Company’s knowledge, there is
no infringement, misappropriation breach, default or other violation, or the occurrence of any event that with notice or the passage of
time would constitute any of the foregoing, by the Company or its Controlled Entities or third parties of any of the Intellectual Property
Rights of the Company or its Controlled Entities; (iii) there is no pending or, to the Company’s knowledge, threatened action,
suit, proceeding or claim by others challenging the Company’s or the Controlled Entities’ rights in or to, or the violation
of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable
basis for any such claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim
by others challenging the validity, enforceability 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; (v) there is no pending or, to the Company’s knowledge, threatened
action, suit, proceeding or claim by others that the Company, any Controlled Entity or any affiliated entity infringes, misappropriates
or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware
of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used
by the Company or its Controlled Entities in their businesses has been obtained or is being used by the Company or its Controlled Entities
in violation of any contractual obligation binding on the Company or its Controlled Entities in violation of the rights of any persons.
(dd) Merger
or Consolidation. Neither the Company nor any of its Controlled Entities is a party to any effective memorandum of understanding,
letter of intent, definitive agreement or any similar agreements with respect to a merger or consolidation or an acquisition or disposition
of assets, technologies, business units or businesses which is required to be described in the Registration Statement, the Time of Sale
Prospectus and the Prospectus and which is not so described.
(ee) Termination
of Contracts. Neither the Company nor any of its Controlled Entities has sent or received any communication regarding termination
of, or intent not to renew, any of the contracts or agreements referred to or described in the Registration Statement, the Time of Sale
Prospectus and the Prospectus or filed as an exhibit to the Registration Statement, and no such termination or non-renewal has been threatened
by the Company or any of its Controlled Entities, or any other party to any such contract or agreement.
(ff) Absence
of Labor Dispute; Compliance with Labor Law. No material labor dispute with the employees or third-party contractors of the Company
or any of its Controlled Entities exists, or, to the best of the Company’s knowledge, is imminent; and the Company is not aware
of any material existing, threatened or imminent labor disturbance by the employees of any of the principal suppliers, service providers
or business partners of the Company and its Controlled Entities. The Company and its Controlled Entities are and have been at all times
in compliance with all applicable labor laws and regulations in all material respects, and no governmental investigation or proceedings
with respect to labor law compliance exists, or is imminent.
(gg) Insurance.
Each of the Company and its Controlled Entities are insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as are prudent and customary in the businesses in which they are engaged; neither the Company nor any of its
Controlled Entities has been refused any insurance coverage sought or applied for; and neither the Company nor any of its Controlled Entities
has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain
similar coverage at reasonable cost from similar insurers as may be necessary to continue its business; and there is no material insurance
claim made by or against the Company or any of its Controlled Entities, pending, outstanding or threatened, and no facts or circumstances
exist which would reasonably be expected to give rise to any such claim and all due premiums in respect thereof have been paid.
(hh) Possession
of Licenses and Permits. Except as disclosed in the Time of Sale Prospectus and the Prospectus, (i) each of the Company and its
Controlled Entities possesses all licenses, certificates, authorizations, declarations and permits issued by, and has made all reasonably
necessary reports to and filings with, the appropriate national, local or foreign regulatory authorities having jurisdiction over the
Company and each of its Controlled Entities and their respective assets and properties, for the Company and each of its Controlled Entities
to conduct their respective businesses; (ii) each of the Company and its Controlled Entities is in material compliance with the terms
and conditions of all such licenses, certificates, authorizations, declarations and permits; (iii) such licenses, certificates, authorizations,
declarations and permits are valid and in full force and effect and contain no materially burdensome restrictions or conditions not described
in the Time of Sale Prospectus or the Prospectus; (iv) neither the Company nor any of its Controlled Entities has received any notice
of proceedings relating to the revocation or modification of any such license, certificate, authorization, declaration or permit; (v) neither
the Company nor any of its Controlled Entities has any reason to believe that any such license, certificate, authorization, declaration
or permit will not be renewed in the ordinary course.
(ii) Related
Party Transactions. No material relationships or material transactions, direct or indirect, exist between any of the Company or its
Controlled Entities on the one hand and their respective shareholders, sponsors, affiliates, officers and directors or any affiliates
or family members of such persons on the other hand, except as described in the Time of Sale Prospectus and the Prospectus.
(jj)
PFIC Status. Based on the Company’s current income and assets and
projections as to the value of its assets and the market value of its Shares immediately following the public offering of its Shares
contemplated under this Agreement, including the current and anticipated valuation of its assets, the Company believes that it was
not a Passive Foreign Investment Company (“PFIC”) within the meaning of Section 1297 of the United States
Internal Revenue Code of 1986, as amended, for its most recent taxable year and does not expect to be PFIC for its current taxable
year or in the foreseeable future.
(kk) No
Transaction or Other Taxes. No transaction, stamp, capital or other documentary, issuance, registration, transaction, transfer, withholding,
income or other taxes or duties are payable by or on behalf of the Underwriters to the government of the PRC, Hong Kong, the Cayman Islands,
the United States or any political subdivision or taxing authority thereof in connection with (i) the creation, allotment, issuance,
sale and delivery of the Shares by the Company and the delivery of the Shares to or for the account of the Underwriters, (ii) the
purchase from the Company of the Shares and the initial sale and allotment of the Ordinary Shares representing the Shares to purchasers
thereof by the Underwriters, or (iii) the execution, delivery or performance of this Agreement; except that the stamp duty of the
PRC, Hong Kong, the Cayman Islands, and the United States may be payable in the event that this Agreement is executed in or brought within
the jurisdiction of the PRC, Hong Kong, the Cayman Islands, or the United States, as applicable.
(ll) Independent
Accountants. ZH CPA, LLC, who have certified certain financial statements of the Company and its Controlled Entities and delivered
their report with respect to the consolidated financial statements of the Company and the Controlled Entities included in the Registration
Statement, the Time of Sale Prospectus and the Prospectus, are independent registered public accountants with respect to the Company and
the Controlled Entities within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight
Board (United States) and as required by the Securities Act.
(mm) Financial
Statements. The financial statements included in the Registration Statement, the Time of Sale Prospectus and the Prospectus, together
with the related notes and schedules thereto, present fairly the consolidated financial position of the Company and the Controlled Entities
as of the dates indicated and the consolidated results of operations, cash flows and changes in shareholder’s equity of the Company
for the periods specified and have been prepared in compliance as to form in all material respects with the applicable accounting requirements
of the Securities Act and the related rules and regulations adopted by the Commission and in conformity with the United States generally
accepted accounting principles applied on a consistent basis during the periods involved; the other financial data contained in the Registration
Statement, the Time of Sale Prospectus and the Prospectus are accurately and fairly presented and prepared on a basis consistent with
the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required
to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus that are not included as required; and the
Company and the Controlled Entities do not have any material liabilities or obligations, direct or contingent (including any off-balance
sheet obligations) not described in the Registration Statement, the Time of Sale Prospectus and the Prospectus.
(nn) Critical
Accounting Policies. The section entitled “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” in the Time of Sale Prospectus and the Prospectus accurately and fairly describes (i) the accounting policies that
the Company believes are the most important in the portrayal of the Company’s financial condition and results of operations and
that require management’s most difficult subjective or complex judgment; (ii) the material judgments and uncertainties affecting
the application of critical accounting policies and estimates; (iii) the likelihood that materially different amounts would be reported
under different conditions or using different assumptions and an explanation thereof; (iv) all material trends, demands, commitments
and events known to the Company, and uncertainties, and the potential effects thereof, that the Company believes would materially affect
its liquidity and are reasonably likely to occur; and (v) all off-balance sheet commitments and arrangements of the Company and its
Controlled Entities, if any. The Company’s directors and management have reviewed and agreed with the selection, application and
disclosure of the Company’s critical accounting policies as described in the Registration Statement, the Time of Sale Prospectus
and the Prospectus and have consulted with its independent accountants with regards to such disclosure.
(oo) Internal
Controls and Compliance with the Sarbanes-Oxley Act. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company,
its Controlled Entities and their respective board of directors maintain a system of internal controls, including, but not limited to,
disclosure controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory compliance
controls (collectively, “Internal Controls”) which are sufficient to provide reasonable assurances 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 generally accepted accounting principles in the United States and to
maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific
authorization, (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, and (v) material information relating to the Company and the Controlled Entities
is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Upon
consummation of the offering of the Shares, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”)
of the board of directors of the Company in accordance with the rules of the NASDAQ. Except as disclosed in the Time of Sale Prospectus
and the Prospectus, the Company has not publicly disclosed or reported to the board of directors of the Company, a significant deficiency,
material weakness, change in Internal Controls, fraud involving management or other employees who have a significant role in Internal
Controls, any violation of, or failure to comply with, laws or regulations governing Internal Controls, or any matter which, if determined
adversely, would have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent
directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of
the NASDAQ, with respect to independent directors who are members of the Audit Committee, the Sarbanes-Oxley Act, the rules and regulations
of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end
of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control
over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting
that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance
with all provisions of the Sarbanes-Oxley Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions
thereof (the “Sarbanes-Oxley Act”) that are then in effect and with which the Company is required to comply as of the
effectiveness of the Registration Statement.
(pp) Absence
of Accounting Issues. The Company has not received any notice, oral or written, from the Public Company Accounting Oversight Board
(United States) stating that it is reviewing or investigating, and neither the Company’s independent auditors nor its internal auditors
have recommended that the Public Company Accounting Oversight Board (United States) review or investigate, (i) adding to, deleting,
changing the application of, or changing the Company’s disclosure with respect to, any of the Company’s material accounting
policies; (ii) any matter which could result in a restatement of the Company’s financial statements for any annual or interim
period during the current or prior two fiscal years; or (iii) any Internal Control Event.
(qq) Operating
and Other Company Data. All operating and other Company data disclosed in the Registration Statement, the Time of Sale Prospectus
and the Prospectus, including, but not limited to, the data of adult education supporting services, education administrative online software,
online learning platform, other software platforms and auxiliary solutions, facilities and intellectual property, are true and accurate
in all material respects.
(rr) Third-party
Data. Any statistical, industry-related and market-related data included in the Registration Statement, the Time of Sale Prospectus
or the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes to be reliable and accurate,
and such data agree with the sources from which they are derived, and the Company has obtained the written consent for the use of such
data from such sources to the extent required.
(ss) Registration
Statement Exhibits. There are no legal or governmental proceedings or contracts or other documents of a character required to be described
in the Registration Statement, or the Form 8-A Registration Statement or, in the case of documents, to be filed as exhibits to the
Registration Statement, that are not described and filed as required.
(tt) No
Unapproved Marketing Documents. The Company has not distributed, prepared, used, authorized, approved or referred to, and, prior to
the later to occur of any delivery date and completion of the distribution of the Shares, will not distribute, prepare, use, authorize,
approve or refer to, any offering material in connection with the offering and sale of the Shares other than the preliminary prospectus
filed as part of the Registration Statement as originally confidentially submitted or as part of any amendment thereto, the Prospectus
and any issuer free writing prospectus to which the Representative has consented, as set forth on Schedule II hereto.
(uu) Payments
of Dividends; Payments in Foreign Currency. Except as described in the Time of Sale Prospectus and Prospectus, (i) none of the
Company nor any of its Controlled Entities is prohibited, directly or indirectly, from (A) paying any dividends or making any other
distributions on its share capital, (B) making or repaying any loan or advance to the Company or any other Controlled Entity or (C) transferring
any of its properties or assets to the Company or any other Controlled Entity; and (ii) all dividends and other distributions declared
and payable upon the share capital of the Company or any of its Controlled Entities (A) may be converted into United States dollars,
that may be freely transferred out of such Person’s jurisdiction of incorporation, without the consent, approval, authorization
or order of, or qualification with, any court or governmental agency or body in such Person’s jurisdiction of incorporation or tax
residence; and (B) are not and will not be subject to withholding, value added or other taxes under the currently effective laws
and regulations of such Person’s jurisdiction of incorporation, without the necessity of obtaining any consents, approvals, authorizations,
orders, registrations, clearances or qualifications of or with any court or governmental agency or body having jurisdiction over such
Person.
(vv) Compliance
with PRC Overseas Investment and Listing Regulations. Each of the Company and its Controlled Entities has complied, and has taken
all steps to comply with, and to ensure compliance by each of its shareholders, directors and officers that is, or is directly or indirectly
owned or controlled by, a PRC resident or citizen with any applicable rules and regulations of the relevant PRC government agencies
(including but not limited to the Cyberspace Administration of China (the “CAC”) relating to the network data security
review by the CAC, the Ministry of Commerce, the National Development and Reform Commission, the China Securities Regulatory Commission
(the “CSRC”) and the State Administration of Foreign Exchange (the “SAFE”) relating to overseas
investment by PRC residents and citizens or the repatriation of the proceeds from overseas offering and listing by offshore special purpose
vehicles controlled directly or indirectly by PRC companies and individuals, such as the Company (collectively, the “PRC Overseas
Investment and Listing Regulations”), including, without limitation, requesting each such Person that is, or is directly or
indirectly owned or controlled by, a PRC resident or citizen to complete any registration and other procedures required under applicable
PRC Overseas Investment and Listing Regulations (including any applicable rules and regulations of the SAFE)).
(ww) M&A
Rules. Each of the Company, its Controlled Entities and each of the their respective directors that signed the Registration Statement
is aware of and has been advised as to, the content of the Rules on Mergers and Acquisitions of Domestic Companies by Foreign Investors
jointly promulgated by the Ministry of Commerce, the State-owned Assets Supervision and Administration Commission of the State Council,
the State Administration for Taxation, the State Administration for Industry and Commerce, the CSRC and the SAFE on August 8, 2006,
as amended (the “M&A Rules”), in particular the relevant provisions thereof which purport to require offshore special
purpose vehicles, or SPVs, formed for listing purposes and controlled directly or indirectly by PRC companies or individuals, to obtain
the approval of the CSRC prior to the listing and trading of their securities on an overseas stock exchange; the Company and its Controlled
Entities have received legal advice specifically with respect to the M&A Rules from its PRC counsel and the Company, its Controlled
Entities and each such director understands such legal advice. In addition, the Company has communicated such legal advice in full to
each of its directors that signed the Registration Statement and each such director has confirmed that he or she understands such legal
advice. The issuance and sale of the Offer Shares, the listing and trading of the Shares on the NASDAQ and the consummation of the transactions
contemplated by this Agreement (i) are not and will not be, as of the date hereof or at the Closing Date or an Optional Closing Date,
as the case may be, adversely affected by the M&A Rules or any currently effective official clarifications, guidance, interpretations
or implementation rules in connection with or related to the M&A Rules and (ii) do not require the prior approval of
the CSRC.
(xx) Foreign
Private Issuer. The Company is a “foreign private issuer” within the meaning of Rule 405 under the Securities Act.
(yy) Absence
of Manipulation. None of the Company, the Controlled Entities or any of their respective directors, officers, affiliates or controlling
persons has taken, directly or indirectly, any action which was designed to cause or result in, or that has constituted or which could
reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of the Shares.
(zz) No
Sale, Issuance and Distribution of Shares. Except as described in the Registration Statement, the Time of Sale Prospectus and
the Prospectus, the Company has not sold, issued or distributed any Ordinary Shares during the six-month period preceding the date hereof,
including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities Act, other than shares issued pursuant
to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights
or warrants.
(aaa) No
Immunity. None of the Company, the Controlled Entities or any of their respective properties, assets or revenues has any right of
immunity, under the laws of the Cayman Islands, Hong Kong, the PRC, the State of New York or the United States, from any legal action,
suit or proceeding, the giving of any relief in any such legal action, suit or proceeding, set-off or counterclaim, the jurisdiction of
any Cayman Islands, Hong Kong, the PRC, New York or United States federal court, service of process, attachment upon or prior to judgment,
or attachment in aid of execution of judgment, or execution of a judgment, or other legal process or proceeding for the giving of any
relief or for the enforcement of a judgment, in any such court, with respect to its obligations, liabilities or any other matter under
or arising out of or in connection with this Agreement; and, to the extent that the Company, any of the Controlled Entities or any of
their respective properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court
in which proceedings may at any time be commenced, each of the Company and the Controlled Entities waives or will waive such right to
the extent permitted by law and has consented to such relief and enforcement as provided in Section 12 hereof.
(bbb) Validity
of Choice of Law. Except as may otherwise be disclosed in Registration Statement, the Time of Sale Prospectus or the Prospectus, the
choice of the laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Cayman
Islands, Hong Kong and the PRC and will be observed and given effect to by courts in the Cayman Islands, Hong Kong and the PRC. The Company
has the power to submit, and pursuant to Section 12 hereof, has legally, validly, effectively and irrevocably submitted, to the personal
jurisdiction of each New York State and United States federal court sitting in The City of New York (each, a “New York Court”)
and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court;
and the Company has the power to designate, appoint and empower, and pursuant to Section 12 hereof has legally, validly, effectively
and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating
to this Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, or the offering
of the Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal
jurisdiction over the Company as provided in Section 12 hereof.
(ccc) No
Finder’s Fee. There are no contracts, agreements or understandings between the Company or its Controlled Entities and any person
that would give rise to a valid claim against the Company or its Controlled Entities or any Underwriter for a brokerage commission, finder’s
fee or other like payment in connection with this offering, or any other arrangements, agreements, understandings, payments or issuance
with respect to the Company and its Controlled Entities and or any of their respective officers, directors, shareholders, sponsors, partners,
employees or affiliates that may affect the Underwriters’ compensation as determined by the Financial Industry Regulatory Authority
(“FINRA”).
(ddd) No
Broker-Dealer Affiliation. To the Company’s knowledge, there are no affiliations or associations between (i) any member
of FINRA and (ii) the Company or any of its Controlled Entities or any of their respective officers, directors or 5% or greater security
holders or any beneficial owner of the Company’s unregistered equity securities that were acquired at any time on or after the 180th
day immediately preceding the date that the Registration Statement was initially filed with the Commission.
(eee) Forward-Looking
Statements. No forward-looking statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act)
contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus (including all amendments and supplements thereto)
has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.
(fff) Regulation
M Compliance. The Company has not, and to its knowledge no one authorized to act on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any
of the Shares, or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities
of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriters in connection with the offering.
(ggg) Representation
of Officers. Any certificate signed by any officer of the Company and delivered to the Representative or counsel to the Underwriters
in connection with the offering of the Shares shall be deemed a representation and warranty by the Company, as to matters covered thereby,
to each Underwriter.
(hhh) Tax
Filings. (i) The Company and each of its Controlled Entities have filed all national, local and foreign tax returns required
to be filed through the date of this Agreement or have requested extensions thereof and have paid all taxes required to be paid thereon,
and no tax deficiency has been determined adversely to the Company or any of its Controlled Entities which has had (nor does the Company
nor any of its Controlled Entities have any notice or knowledge of any tax deficiency which could reasonably be expected to be determined
adversely to the Company or its Controlled Entities and which could reasonably be expected to have) a Material Adverse Effect. (ii) All
local and national governmental tax holidays, exemptions, waivers, financial subsidies, and other local and national tax relief, concessions
and preferential treatment enjoyed by the Company or any of the Controlled Entities as described in the Registration Statement, the Time
of Sale Prospectus and the Prospectus are valid, binding and enforceable and do not violate any applicable laws, regulations, rules, orders,
decrees, guidelines, judicial interpretations, notices or other legislation. (iii) The charges, accruals and reserves on the books
and in the financial statements of the Company in respect of any income and corporation tax liability for any years not finally determined
are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined.
(iii) Cybersecurity;
Data Protection. The Company and its Controlled Entities’ information technology assets and equipment, computers, systems, networks,
hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate
and perform their core functionality as required in connection with the operation of the business of the Company and its Controlled Entities
as currently conducted, to the best of the Company’s knowledge, free and clear of all bugs, errors, defects, Trojan horses, time
bombs, malware and other corruptants. The Company reasonably believes that (i) the Company, its Controlled Entities each own or have
a valid right to access and use its respective IT Systems; (ii) the IT Systems are adequate for, and operate and perform as required
in connection with, the operation of the business of the Company and its Controlled Entities as currently conducted in all material respects,
(iii) the Company and its Controlled Entities have implemented reasonable backup, security and disaster recovery technology consistent
with applicable regulatory standards. The Company and its Controlled Entities have implemented and maintained commercially reasonable
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 all personal, personally identifiable, sensitive, confidential
or regulated data (“Personal Data”)) collected or processed by the Company or the Controlled Entities in connection
with their businesses, and, to the best of the Company’s knowledge, there have been no breaches, violations, outages or unauthorized
uses of or accesses to same. To the best knowledge of the Company, the Company and its Controlled Entities 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.
(jjj) 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 this offering will be used, directly
or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness
which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the Offered Securities
to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve Board.
(kkk) Integration.
Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers
or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering to be integrated
with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such securities under
the Securities Act.
(lll) No
Unlawful Influence. The Company has not offered, or caused the Underwriters to offer, Shares to any person or entity with the intention
of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s
or supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish
favorable information about the Company or any such affiliate.
2. Agreements
to Sell and Purchase.
The Company hereby agrees to sell to the several
Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions
hereinafter stated, agrees, severally and not jointly, to purchase from the Company the number of Firm Shares set forth opposite the name
of such Underwriter in Schedule I hereto at US$4 per Ordinary Share (the “Purchase Price”).
On the basis of the representations and warranties
contained in this Agreement, and subject to its terms and conditions, the Company hereby agrees to sell to the Representative the Additional
Shares, and the Representative shall have the right to purchase up to 300,000 Additional Shares at the Purchase Price. The Representative
may exercise this right in whole or from time to time in part by giving written notice not later than 60 days following the Effective
Date of the Registration Statement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Representative
and the date on which such shares are to be purchased. Each purchase date must be at least two business days after the written notice
is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice.
Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm
Shares.
3. Terms
of Public Offering. The Company is advised by the Representative that the Underwriters propose to make a public offering of their
respective portions of the Ordinary Shares as soon as promptly after the Registration Statement and this Agreement have become effective
as agreed upon by the Company and the Underwriters. The Company is further advised by the Representative that the Shares are to be offered
to the public initially at US$4 per Ordinary Share (the “Public Offering Price”) and to certain dealers selected by
the Representative at a price that represents a concession not in excess of US$0.28 per Ordinary Share under the Public Offering Price.
4. Payment
and Delivery.
(a) Payment
for the Firm Shares to be sold by the Company shall be made to the Company in federal or other funds immediately available in New York
City or such other place to the account specified by the Company to the Underwriters at least forty-eight hours in advance of such payment
against delivery of such Firm Shares for the respective accounts of the several Underwriters at 11:00 a.m., New York City time, on May 17,
2024, or at such other time on the same date, as shall be designated in writing by the Representative. The time and date of such payment
are hereinafter referred to as the “Closing Date or an Option Closing Date.”
(b) Payment
for any Additional Shares shall be made to the Company in federal or other funds immediately available in New York City or such other
place to the account specified by the Company to the Underwriters at least forty-eight hours in advance of such payment against delivery
of such Additional Shares for the respective accounts of the several Underwriters at 9:00 a.m., New York City time, on the date specified
in the corresponding notice described in Section 2 hereof or at such other time on the same or on such other date, in any event not
later than ten full business days after written notice of election to purchase Additional Shares is given as shall be designated in writing
by the Representative.
(c) The
Shares to be issued and allotted to each Underwriter shall be delivered in book entry form, and in such denominations and registered in
such name as the Representative may request in writing not later than one full business day prior to the Closing Date or an Option Closing
Date, as the case may be. Such Shares shall be delivered by or on behalf of the Company to the Representative through the facilities of
the Depository Trust Company (“DTC”), for the account of such Underwriter, against payment by or on behalf of such
Underwriter of the purchase price therefor by wire transfer of federal or other immediately available funds to the account(s) specified
by the Company to the Representative on the Closing Date or an Option Closing Date, as the case may be, or at such other time and date
as shall be designated in writing by the Representative. The Purchase Price payable by the Underwriters shall be reduced by (i) any
transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid
and (ii) any withholding required by law.
5. Conditions
to the Underwriters’ Obligations. The obligations of the Company to sell the Shares to the Underwriters and the several
obligations of the Underwriters to purchase and pay for the Shares on the Closing Date and each Option Closing Date are subject to the
condition that the Registration Statement shall have become effective not later than 4:00 p.m. (New York City time) on the date hereof.
The several obligations of the Underwriters are
subject to the following further conditions:
(a) Subsequent
to the execution and delivery of this Agreement and prior to the Closing Date or an Option Closing Date, as the case may be,
(i)
there shall not have occurred any change, or any
development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of
the Company and its Controlled Entities, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this
Agreement that, in the reasonable judgment of the Representative, is material and adverse and that makes it, in the reasonable
judgment of the Representative, impracticable or inadvisable to market the Shares on the terms and in the manner contemplated in the
Time of Sale Prospectus.
(b) The
Underwriters shall have received on the Closing Date or an Option Closing Date, as the case may be, a certificate, dated such date, signed
by an executive officer of the Company, to the effect that, to the best knowledge of such executive officer, the representations and warranties
of the Company contained in this Agreement are true and correct as of the Closing Date or an Option Closing Date, as the case may be,
and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied
hereunder on or before such date (and the officer signing and delivering such certificate may rely upon the best of his or her knowledge
as to proceedings referenced thereon) and with respect to such other matters as the Representative may reasonably require.
(c) The
Underwriters shall have received on the Closing Date or an Option Closing Date, as the case may be, a certificate, dated such date and
signed by the chief financial officer of the Company with respect to certain operating data and financial figures contained in the Registration
Statement, the Time of Sale Prospectus and the Prospectus, in form and substance satisfactory to the Underwriters.
(d) The
Underwriters shall have received on the Closing Date or an Option Closing Date, as the case may be, an opinion (including with respect
to certain customary U.S. federal income tax matters) and negative assurance letter of Hunter Taubman Fischer & Li LLC, U.S.
counsel for the Company, dated the Closing Date or an Option Closing Date, as the case may be, in form and substance reasonably satisfactory
to the Underwriters.
(e) The
Underwriters shall have received on the Closing Date or an Option Closing Date, as the case may be, an opinion of Maples and Calder (Hong
Kong) LLP, Cayman Islands counsel for the Company, dated the Closing Date or an Option Closing Date, as the case may be, in form and substance
reasonably satisfactory to the Underwriters.
(f) [reserved].
(g) The
Underwriters shall have received on the Closing Date or an Option Closing Date, as the case may be, an opinion of China Commercial Law
Firm, PRC counsel for the Company, dated the Closing Date or an Option Closing Date, as the case may be, in form and substance reasonably
satisfactory to the Underwriters.
At the request of the Company, the opinions of
counsel for the Company described above shall be addressed to the Underwriters and shall so state therein.
(h) The
Underwriters shall have received on the Closing Date or an Option Closing Date, as the case may be, an opinion and negative assurance
letter of MagStone Law, LLP, U.S. counsel for the Underwriters, dated the Closing Date or an Option Closing Date, as the case may be,
in form and substance satisfactory to the Underwriters.
(i) The
Underwriters shall have received on the Closing Date or an Option Closing Date, as the case may be, an opinion of Guangdong Zhuo Jian
Law Firm, PRC counsel for the Underwriters, dated the Closing Date or an Option Closing Date, as the case may be, in form and substance
satisfactory to the Underwriters.
(j) The
Underwriters shall have received, on each of the date hereof and the Closing Date or an Option Closing Date, as the case may be, a letter
dated such date, in form and substance reasonably satisfactory to the Underwriters, from ZH CPA, LLC, independent public accountants,
containing statements and information of the type ordinarily included in accountants “comfort letters” to the Underwriters
with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus
and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than
the date thereof.
(k) The
“lock-up” letters, each substantially in the form of Exhibit A hereto, executed by the individuals and entities listed
on Schedule IV relating to sales and certain other dispositions of Ordinary Shares or certain other securities, delivered to the Representative
on or before the date hereof, shall be in full force and effect on the Closing Date.
(l) The
Shares shall have been approved for listing on the NASDAQ, subject to only official notice of issuance.
(m) If
the Company elects to rely upon Rule 462(b) under the Securities Act, the Company shall have filed a Rule 462 Registration
Statement with the Commission in compliance with Rule 462(b) promptly after 4:00 p.m., New York City time, on the date of this
Agreement, and the Company shall have at the time of filing either paid to the Commission the filing fee for the Rule 462 Registration
Statement or given irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Securities Act.
(n) The
Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A under the Securities
Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed
a post-effective amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective
amendment shall have become effective.
(o) No
stop order suspending the effectiveness of the Registration Statement, any Rule 462 Registration Statement, or any post-effective
amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or, to the
Company’s knowledge, threatened by the Commission.
(p) FINRA
shall not have raised any objection with respect to the fairness or reasonableness of the underwriting, or other arrangements of the transactions
contemplated hereby.
(q) On
the Closing Date or an Option Closing Date, as the case may be, the Representative and counsel for the Underwriters shall have received
such information, documents, certificates and opinions as they may reasonably require for the purposes of enabling them to pass upon the
accuracy and completeness of any statement in the Registration Statement, the Time of Sale Prospectus and the Prospectus, issuance and
sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction
of any of the conditions or agreements, herein contained.
(r) The
Underwriters shall have received on the Closing Date or an Option Closing Date, as the case may be, a certificate, dated such date and
signed by the chief executive officer and chief financial officer of the Company, certifying: (i) that each of the Company’s
certificate of incorporation and memorandum and articles of association to such certificate is true and complete, has not been modified
and is in full force and effect; (ii) that each of the Controlled Entities’ certificate of association, articles of association,
certificate of incorporation, bylaws, or other charter documents as applicable attached to such certificate is true and complete, has
not been modified and is in full force and effect; (iii) that the resolutions of the Company’s board of directors relating
to the offering attached to such certificate are in full force and effect and have not been modified; and (iv) the good standing
of the Company and each of the Controlled Entities (except in such jurisdictions where the concept of good standing is not applicable).
The documents referred to in such certificate shall be attached to such certificate.
The several obligations of the Underwriters to
purchase Additional Shares hereunder are subject to the delivery to the Representative on the applicable Option Closing Date of such documents
as the Representative may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the
Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.
Notwithstanding the immediately preceding paragraph,
the Representative may, in their sole discretion, waive on behalf of the Underwriters compliance with any conditions to the obligations
of the Underwriters hereunder, whether in respect of a Closing Date or an Option Closing Date.
6. Covenants
of the Company.
The Company, in addition to its other agreements
and obligations hereunder, covenants with each Underwriter as follows:
(a) To
file the Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A under the Securities
Act.
(b) To
furnish to the Representative, without charge, signed copies of the Registration Statement (including, in each case, exhibits thereto)
and for delivery to each other Underwriter a conformed copy of the Registration Statement (in each case, without exhibits thereto) and
to furnish to the Representative in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next
succeeding the date of this Agreement and during the period mentioned in Sections 6(f) or 6(g) hereof, as many copies of the
Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as the Representative
may reasonably request.
(c) Before
amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to the Representative
a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which the Representative
reasonably objects, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities
Act any prospectus required to be filed pursuant to such Rule.
(d) To
furnish to the Representative a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred
to by the Company and not to use or refer to any proposed free writing prospectus to which the Representative reasonably objects.
(e) Without
the prior written consent of the Representative, not to take any action that would result in an Underwriter or the Company being required
to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf
of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If
the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet available to prospective
purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus
in order to make the statements therein, in light of the circumstances, not misleading, or if any event shall occur or condition exist
as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file,
or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with
applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer
upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as
so amended or supplemented will not, in light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser,
be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement,
or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.
(g) If,
during such period after the first date of the public offering of the Shares, as in the opinion of counsel for the Underwriters the Prospectus
(or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection
with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement
the Prospectus in order to make the statements therein, in light of the circumstances when the Prospectus (or in lieu thereof the notice
referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel
for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file
with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Representative
will furnish to the Company) to which Shares may have been sold by the Representative on behalf of the Underwriters and to any other dealers
upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented
will not, in light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the
Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable
law.
(h) To
endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative shall
reasonably request.
(i) To
advise the Representative promptly and confirming such advice in writing, of any request by the Commission for amendments or supplements
to the Registration Statement, the Form 8-A Registration Statement, any Time of Sale Prospectus, Prospectus or free writing prospectus
or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order, suspending
the effectiveness of the Registration Statement, if the Commission should enter a stop order suspending the effectiveness of the Registration
Statement, to use its reasonable best efforts to obtain the lifting or removal of such order as soon as possible.
(j) To
make generally available to the Company’s security holders and to the Representative as soon as practicable an earnings statement
covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement,
which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission
thereunder (including but not limited to Rule 158 under the Securities Act) provided that the Company will be deemed to have furnished
such statement to its security holders and the Representative to the extent it is filed on EDGAR.
(k) During
the period when the Prospectus is required to be delivered under the Securities Act, to 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 the rules and regulations of the
Commission thereunder; during the five-year period after the date of this Agreement, to furnish to the Representative and, upon request,
to each of the other Underwriters, as soon as practicable after the end of each fiscal year, a copy of its annual report to shareholders
for such year; and to furnish to the Representative (i) as soon as available, a copy of each report and any definitive proxy statement
of the Company filed with or furnished to the Commission under the Exchange Act or mailed to shareholders, and (ii) from time to
time, such other information concerning the Company as the Representative may reasonably request. However, so long as the Company is subject
to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act and is timely filing reports with
the Commission on its EDGAR reporting system, it is not required to furnish such reports or statements filed through EDGAR to the Underwriters.
(l) To
apply the net proceeds to the Company from the sale of the Shares in the manner set forth under the heading “Use of Proceeds”
in the Time of Sale Prospectus and to file such reports with the Commission with respect to the sale of the Shares and the application
of the proceeds therefrom as may be required by Rule 463 under the Securities Act; not to invest, or otherwise use the proceeds received
by the Company from its sale of the Shares in such a manner (i) as would require the Company or any of the Controlled Entities to
register as an investment company under the 1940 Act, and (ii) that would result in the Company being not in compliance with any
applicable laws, rules and regulations of the State Administration of Foreign Exchange of the PRC.
(m) Not
to take, and to cause each of its Controlled Entities not to, take, directly or indirectly, any action designed to or that would constitute
or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company
to facilitate the sale or resale of the Shares.
(n) (i) The
Company will indemnify and hold harmless the Underwriters against any transaction, stamp, capital or other issuance, registration, documentary,
transaction, transfer, withholding, income or other similar taxes or duties, including any interest and penalties, on the creation, allotment,
issue and sale of the Shares to the Underwriters and on the execution and delivery of, and the performance of the obligations (including
the initial resale and delivery of the Shares by the Underwriters) under, this Agreement and on bringing any such document within any
jurisdiction; (ii) all payments to be made by the Company hereunder shall be made free and clear of and without withholding or deduction
for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Company is compelled by law to
deduct or withhold such taxes, duties or charges. In that event, the Company shall pay such additional amounts as may be necessary in
order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding
or deduction had been made; (iii) all payment to be made by the Company to the Underwriters hereunder shall be considered exclusive
of any value added or similar taxes. Where the Company is obliged to pay value added or similar tax on any amount payable hereunder to
the Underwriters, the Company shall pay such additional amounts equal to any applicable value added or similar tax.
(o) To
comply with all applicable securities and other laws, rules and regulations, including, without limitation, the Sarbanes-Oxley Act,
and use its reasonable best efforts to cause the Company’s directors and officers, in their capacities as such, to comply with such
laws, rules and regulations, including, without limitation, the provisions of the Sarbanes-Oxley Act.
(p) [Reserved.]
(q) (i) it
will not attempt to avoid any judgment in connection with this Agreement obtained by it, applied to it, or denied to it in a court of
competent jurisdiction outside the Cayman Islands; (ii) following the consummation of the offering, to use its reasonable efforts
to obtain and maintain all approvals required in the Cayman Islands to pay and remit outside the Cayman Islands all dividends declared
by the Company and payable on the Ordinary Shares, if any; and (iii) to use its reasonable efforts to obtain and maintain all approvals,
if any, required in the Cayman Islands for the Company to acquire sufficient foreign exchange for the payment of dividends and all other
relevant purposes.
(r) To
comply with the PRC Overseas Investment and Listing Regulations, and to use its reasonable efforts to cause holders of its Ordinary Shares
that are, or that are directly or indirectly owned or controlled by, Chinese residents or Chinese citizens, to comply with the PRC Overseas
Investment and Listing Regulations applicable to them, including, without limitation, requesting each such shareholder to complete any
registration and other procedures required under applicable PRC Overseas Investment and Listing Regulations (including any applicable
rules and regulations of the SAFE).
(s) To
implement and maintain reasonable measures in compliance with PRC laws and regulations concerning copyrights, information dissemination
over the Internet, user privacy protection, cybersecurity, adult education supporting services, software platforms and auxiliary solutions.
(t) The
Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior to the later
of (i) the time when a prospectus relating to the offering or sale of the Shares or any other securities relating thereto is not
required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or
any similar rule) and (ii) completion of the Restricted Period (as defined below).
(u) 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 light of the circumstances existing
at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at
its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.
(v) [Reserved.]
(w) [Reserved.]
(x) The
Company will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue
Service (“IRS”) Form W 9 or an IRS Form W 8, as appropriate, together with all required attachments to such form.
(y) Right
of First Refusal. Following the Closing Date, provided that the Firm Shares are sold in accordance with the terms of this Agreement, for
a period of twelve (12) months after the date the Offering is completed, the Representative shall have an irrevocable right of first refusal
(the “Right of First Refusal”) to act as the sole investment banker, sole book-runner, and/or sole placement agent
at its sole discretion, for each and every future U.S. public equity and debt offering, including all public equity linked financings
of the Company, or any successor to the Company, or any successor to or any current or future subsidiary of our Company, provided, however,
that such right shall be subject to FINRA Rule 5110(g). The Company shall notify the Representative in writing at least thirty
(30) days prior to a proposed U.S. public offering of any debt or equity securities (other than bank debt or similar financing) by the
Company or by any of its majority-owned or controlled U.S. subsidiaries (collectively referred to herein as the Company) that Representative
or at its option, a group of associated investment bankers shall have the right of first refusal to effect the offering on terms as favorable
as therefore offered in writing by a reputable investment bank. The Representative shall notify the Company, within ten (10) days
of its exercise of the right of first refusal. If the Representative fails to exercise the right of first refusal within ten (10) days
period and the principal terms of the proposed subsequent financing thereafter are altered in any material respect, the Company shall
again offer to the Representative the right of first refusal. Notwithstanding the foregoing, if the Representatives decline to exercise
its right of the first refusal for any specific offering, and the Company completes such offering with another investment banking firm,
then the Representative shall not have the right of first refusal for any future Company financings, and if the Company receives a proposal
from a “bulge bracket” underwriter to undertake such financing, the Representative shall not have the right of first refusal
set forth in the paragraph (provided, however, that the Company shall use commercially reasonable efforts to cause such underwriter to
allow the Representatives’ participation in such financing).
(z) The
Company, without the prior written consent of the Representative on behalf of the Underwriters, will not, during the period ending 180
days after the date of the Prospectus (the “Restricted 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 Ordinary Shares, or any securities convertible into or exercisable or exchangeable
for Ordinary Shares or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Ordinary Shares, whether any such transaction described in clause (i) or (ii) above is to be
settled by delivery of Ordinary Shares, or such other securities, in cash or otherwise or (iii) confidentially submit any draft registration
statement or file any registration statement with the Commission relating to the offering of any Ordinary Shares, or any securities convertible
into or exercisable or exchangeable for Ordinary Shares.
The restrictions contained in the preceding paragraph
shall not apply to (i) the Shares to be sold hereunder, (ii) the issuance by the Company of Ordinary Shares upon the exercise
of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in
writing, or (iii) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Ordinary
Shares, provided that (A) such plan does not provide for the transfer of Ordinary Shares during the Restricted Period and (B) to
the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding
the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Ordinary Shares
may be made under such plan during the Restricted Period.
If the Representative, in their sole discretion,
agree to release or waive the restrictions set forth in a lock-up letter described in Section 5 hereof for an officer or director
of the Company and provides the Company with notice of the impending release or waiver at least three 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 C hereto through a major news service at least two business days before the effective date of the release or waiver.
7. Expenses.
Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to
pay or cause to be paid all expenses and fees incidental to the performance of its obligations under this Agreement, including the following:
(i) the fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with the
registration and delivery of the Shares under the Securities Act and all other fees and expenses in connection with the preparation and
filing of the Registration Statement, the Form 8-A Registration Statement, any preliminary prospectus, the Time of Sale Prospectus,
the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements
to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters
and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares
to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky
or legal investment memorandum or any other document in connection with the offer, purchase, sale and delivery of the Shares under state
securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as
provided in Section 6(h) hereof, including filing fees, reasonable fees and disbursements of counsel for the Underwriters in
connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees in connection
with the review and qualification of the offering of the Shares by FINRA, (v) expenses and disbursements of counsels to the Underwriters
incurred in connection with the offering of the Offered Securities by the Company, including review and qualification by FINRA (vi) all
fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Shares
and all costs and expenses incident to listing the Shares on the NASDAQ, (vii) the cost of printing certificates representing the
Shares, (viii) the costs and charges of any transfer agent or registrar, (ix) the costs and expenses of the Company and the
Underwriters relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering
of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses
associated with the production of road show slides and graphics, expenses associated with hosting investor meetings or luncheons, fees
and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel,
meals and lodging expenses of any such representatives, consultants and the Company’s representatives, and the Underwriters, and
the cost of any vehicle or aircraft chartered for the purpose of the testing-the-waters and the road show, and (x) the reasonable
out-of-pocket expenses (including reasonable clearing charges, travel and out-of-pocket expense in connection with this offering reasonable
fees incurred by the Underwriters in connection with this offering, the cost of any due diligence meetings, and preparation of printed
documents for closing and deal mementos) incurred by the Underwriters in connection with this offering, up to a maximum amount of $75,000
(excluding fees and expenses incurred by Underwriter’s counsels, which shall
be paid by the Company directly to such counsels.) In addition, the Company shall pay the Representative a prepaid due diligence
expense fee of $50,000 . The Company agrees that, in addition to the expenses payable described under (i) through (ix) above,
upon the Closing Date it shall pay to the Underwriters, a non-accountable expense allowance equal to one percent (1%) of the gross proceeds
received by the Company from the sale of the Shares. In addition, at the closing of the offering, the Company shall escrow $200,000 in
a U.S. bank for any legal claims associated with this offering or subsequent claims. Such funds shall remain in escrow for a period of
18 months following the closing of the offering.
8. Covenants
of the Underwriters. Each Underwriter severally covenants 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 Underwriter
that otherwise would not be required to be filed by the Company thereunder, but for the action of such Underwriter.
9. Indemnity
and Contribution.
(a) The
Company agrees to indemnify and hold harmless each Underwriter, each affiliate of any Underwriter within the meaning of Rule 405
under the Securities Act, each director, officer, employee and affiliate of the any of the foregoing, the selling agents of each Underwriter,
and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act, from and against any and all losses, claims, damages and liabilities, joint or several, or any action in respect
thereof (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating
any such action or claim) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement
thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that
the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show as defined in
Rule 433(h) under the Securities Act (a “road show”), or the Prospectus or any amendment or supplement thereto,
or any Written Testing-the-Waters Communication, or arising out of or based upon any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter and
each such director, officer, employee, affiliate or controlling person promptly upon demand for any legal or other expenses reasonably
incurred by that Underwriter, director, officer, employee, affiliate or controlling person in connection with investigating or defending
or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; except insofar as such
losses, claims, damages or liabilities are arising out of or based upon any such untrue statement or omission or alleged untrue statement
or omission in reliance upon and in conformity with the Underwriter Information (as defined in Section 9(b) hereof).
(b) Each
Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the directors of the Company, the officers
of the Company who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Underwriter,
but only with reference to information furnished to the Company in writing by such Underwriter through the Representative expressly for
use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus or the Prospectus or any amendment or supplement
thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information furnished
by or on behalf of the Representative appearing in the second paragraph and under the “Price Stabilization, Short Positions, and
Penalty Bids”, “Passive Market Making”, “Potential Conflicts of Interest” and “Selling Restrictions”
subheadings under the caption “Underwriting” (the “Underwriter Information”).
(c) In
case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity
may be sought pursuant to Section 9(a) or 9(b) hereof, such person (the “indemnified party”) shall promptly
notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing, provided,
however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this
Section 9 except to the extent it has been materially prejudiced (through the forfeiture of substantive rights and defenses) by such
failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability
which it may have to an indemnified party otherwise than under this Section 9. The indemnifying party, upon request of the indemnified
party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying
party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at
the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying
party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified
party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the (i) fees and expenses
of more than one separate firm (in addition to any local counsel) for all Underwriters and all persons, if any, who control any Underwriter
within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or who are affiliates of any
Underwriter within the meaning of Rule 405 under the Securities Act, (ii) the fees and expenses of more than one separate firm
(in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if
any, who controls the Company within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they
are incurred. In the case of any such separate firm for the Underwriter and such control persons and affiliates of any Underwriters, such
firm shall be designated in writing by the Representative. In the case of any such separate firm for the Company, and such directors,
officers and control persons of the Company, such firm shall be designated in writing by the Company. The indemnifying party shall not
be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a
final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability
by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences
of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written
consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request
and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date
of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of
any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have
been sought hereunder by such indemnified party, unless such settlement (x) includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such proceeding, and (y) does not include any statement as to,
or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified party.
(d) To
the extent the indemnification provided for in Section 9(a) or 9(b) hereof, is unavailable to an indemnified party or insufficient
in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu
of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received
by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand from the offering of the Shares
or (ii) if the allocation provided by clause 9(d)(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 9(d)(i) above but also the relative fault of the indemnifying party
or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that
resulted in such losses, claims, damages or liabilities, 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 hand in connection with the offering of the Shares shall be
deemed to be in the same respective proportions as the net proceeds from the offering of the Shares (before deducting expenses) received
by the Company and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table
on the cover of the Prospectus, bear to the aggregate Public Offering Price of the Shares. The relative fault of the Company on the one
hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company
or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section 9 are several in
proportion to the respective number of Shares they have purchased hereunder, and not joint.
(e) The
Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 9 were determined
by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation
that does not take account of the equitable considerations referred to in Section 9(d) hereof. The amount paid or payable by
an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 9(d) hereof shall be
deemed to include, subject to the limitations set forth above, 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 9, 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 Shares 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. The remedies provided for in this Section 9 are not exclusive and shall
not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.
(f) The
indemnity and contribution provisions contained in this Section 9 and Section 6(n) hereof and the representations, warranties
and other statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of (A) any Underwriter, any person controlling any
Underwriter or any affiliate of any Underwriter, or (B) the Company, its officers or directors or any person controlling the Company
and (iii) acceptance of and payment for any of the Shares.
10. Termination.
The Underwriters may terminate this Agreement by notice given by the Representative to the Company, if after the execution and delivery
of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on, or by,
as the case may be, any of the New York Stock Exchange, the NYSE MKT, the Nasdaq Stock Market, (ii) trading of any securities of
the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in commercial
banking, securities settlement, payment or clearance services in the United States, Hong Kong, PRC, or the Cayman Islands, shall have
occurred, (iv) any moratorium on commercial banking activities shall have been declared by United States federal, New York State,
Hong Kong, the PRC, or the Cayman Islands authorities, (v) there shall have occurred any outbreak or escalation of hostilities, or
any change in financial markets, currency exchange rates or controls or any calamity or crisis that, in the judgment of the Representative,
is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable
judgment of the Representative, impracticable or inadvisable to proceed with the offer, sale or delivery of the Shares on the terms and
in the manner contemplated in the Time of Sale Prospectus or the Prospectus.
11. Effectiveness;
Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.
If, on the Closing Date or an Option Closing Date,
as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase
hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused
to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall
be obligated, severally, in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule I bears
to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions
as the Representatives may specify, to purchase the Shares which such defaulting Underwriter or Underwriters have agreed but failed or
refused to purchase on such date; provided that, in no event shall the number of Shares that any Underwriter has agreed to purchase
pursuant to this Agreement be increased pursuant to this Section 11 by an amount in excess of one-ninth of such number of Shares
without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase
Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate
number of Firm Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase
of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any
non-defaulting Underwriter and the Company. In any such case either the Representatives or the Company shall have the right to postpone
the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement,
in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing
Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares
with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such
Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase
the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that
such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph
shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
If this Agreement shall be terminated by the Underwriters,
or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions
of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will
reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket
expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement
or the offering contemplated hereunder.
12. Submission
to Jurisdiction; Appointment of Agent for Service. Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction
of the U.S. federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”)
in any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration
Statement, the offering of the Shares or any transactions contemplated hereby. Each of the parties hereto irrevocably and unconditionally
waive any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus,
the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby in the New York Courts,
and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any
such court has been brought in an inconvenient forum. To the extent that each of the parties hereto has or hereafter may acquire any immunity
(on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its
property, such party irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or
proceeding. The Company appoints Cogency Global Inc., as its authorized agent (the “Authorized Agent”) in the Borough
of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process
in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner
permitted by applicable law upon the Company, as the case may be, in any such suit or proceeding. Each of the parties hereto further agrees
to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for
a period of seven years from the date of this Agreement. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
13. Judgment
Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency
other than United States dollars, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall
be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other
currency in The City of New York on the business day preceding that on which final judgment is given. The obligation of the Company pursuant
to this Agreement with respect to any sum due from it to any Underwriter or any person controlling any Underwriter shall, notwithstanding
any judgment in a currency other than United States dollars, not be discharged until the first business day following receipt by such
Underwriter or controlling person of any sum in such other currency, and only to the extent that such Underwriter or controlling person
may in accordance with normal banking procedures purchase United States dollars with such other currency. If the United States dollars
so purchased are less than the sum originally due to such Underwriter or controlling person hereunder, the Company agrees as a separate
obligation and notwithstanding any such judgment, to indemnify such Underwriter or controlling person against such loss. If the United
States dollars so purchased are greater than the sum originally due to such Underwriter or controlling person hereunder, such Underwriter
or controlling person agrees to pay to the Company, an amount equal to the excess of the dollars so purchased over the sum originally
due to such Underwriter or controlling person hereunder.
14. Entire
Agreement. This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent
not superseded by this Agreement) that relate to the sale and purchase of the Shares and the offering of the Shares, represents the entire
agreement between the Company and the Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus,
the Prospectus, the conduct of the offering, and the purchase and sale of the Shares and the offering of the Shares.
15. Counterparts.
This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
16. Applicable
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.
17. Headings.
The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of
this Agreement.
18. Notices.
All communications hereunder shall be in writing and effective only upon receipt and
if to the Underwriters shall be delivered, shall
be mailed, sent, or emailed to the Representative at:
WestPark Capital, Inc.
1800 Century Park East, Suite 220,
Los Angeles, CA 90077
United States
Email:
if to the Company, shall be delivered, mailed, or emailed
to JIADE LIMITED at:
Unit 2-02, Puningdun Business Plaza, No. 1702 and 1706
Minjiang Road
Jinjiang District, Chengdu City, Sichuan Province,
People’s Republic of China, 610000,
Attention: Chief Executive Officer.
Email:
with a copy (which shall not constitute notice) to:
Hunter Taubman Fischer & Li LLC
48 Wall Street, Suite 1100
New York, New York 10005
Attn: Ying Li, Esq.
Email: yli@htflawyers.com
19. Parties
at Interest. The Agreement set forth has been and is made solely for the benefit of the Underwriters, the Company and to the extent
provided in Section 9 hereof the controlling persons, partners, directors and officers referred to in such sections and their respective
successors, assigns, heirs, personal representatives and executors and administrators. No other person, partnership, association or corporation
(including a purchaser, as such purchaser, from any of the Underwriters) shall acquire or have any rights under or by virtue of this Agreement.
20. Absence
of Fiduciary Relationship. The Company acknowledges and agrees to each of the following:
(a) No
Other Relationship. The Representative has been retained solely to act as an underwriter in connection with the sale of the Shares
and that no fiduciary, advisory or agency relationship between the Company and the Representative has been created in respect of any of
the transactions contemplated by this Agreement or the Prospectus, irrespective of whether the Representative has advised or is advising
the Company on other matters.
(b) Arms’
Length Negotiations. The price of the Shares set forth in this Agreement was established by the Company following discussions and
arms-length negotiations with the Representative and the Company is capable of evaluating and understanding and understands and accepts
the terms, risks and conditions of the transactions contemplated by this Agreement.
(c) Absence
of Obligation to Disclose. The Company has been advised that the Representative and its affiliates are engaged in a broad range of
transactions which may involve interests that differ from those of the Company and that the Representative has no obligation to disclose
such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship.
(d) Waiver.
The Company waives, to the fullest extent permitted by law, any claims it may have against the Representative for breach of fiduciary
duty or alleged breach of fiduciary duty and agrees that the Representative shall not have any liability (whether direct or indirect)
to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of
the Company, including shareholders, employees or creditors of the Company.
21. Successors
and Assigns. This Agreement shall be binding upon the Underwriters, the Company and their successors and assigns and any successor
or assign of any substantial portion of the Company’s and any of the Underwriters’ respective businesses and/or assets. This
Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations,
warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of the directors,
officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15
of the Securities Act and (b) the indemnity agreement of the Underwriters contained in Section 9(b) of this Agreement shall
be deemed to be for the benefit of its directors, its officers who have signed the Registration Statement and any person controlling the
Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give
any person, other than the persons referred to in this Section 21, any legal or equitable right, remedy or claim under or in respect
of this Agreement or any provision contained herein.
22. Partial
Unenforceability. The invalidity or unenforceability of any section, subsection, paragraph or provision of this Agreement shall
not affect the validity or enforceability of any other section, subsection, paragraph or provision hereof. If any section, subsection,
paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made
such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.
23. Amendments.
This Agreement may only be amended or modified in writing, signed by all of the parties hereto, and no condition herein (express or implied)
may be waived unless waived in writing by each party whom the condition is meant to benefit.
24. Recognition
of the U.S. Special Resolution Regimes.
(a) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were
governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
(c) For
purposes of this Section 15(k), a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in,
and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); “Covered Entity” means any of the following: (i) a
“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered
bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); “Default Right” has the meaning
assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and
“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated
thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
[Signature page follows]
| |
JIADE LIMITED |
| |
|
| |
By: |
/s/ Yuan Li |
| |
|
Name: |
YUAN LI |
| |
|
Title: |
DIRECTOR |
Accepted as of the date hereof
Acting on behalf of itself and
the several Underwriters named in
Schedule I hereto
| By: |
WESTPARK CAPITAL, INC. |
|
| By: |
/s/ Richard Rappaport |
|
| |
Name: |
Richard Rappaport |
|
| |
Title: |
Chairman & Chief Executive Officer |
|
SCHEDULE I
| Underwriter | |
Number of
Firm Shares
To Be
Purchased | | |
Maximum
Number
of
Additional
Shares To
Be
Purchased | |
| WestPark Capital, Inc. | |
| 700,000 | | |
| 105,000 | |
| Webull Financial LLC | |
| 500,000 | | |
| 75,000 | |
| Orientiert XYZ Securities Limited | |
| 795,000 | | |
| 119,250 | |
| R.F. Lafferty & Co. Inc. | |
| 5,000 | | |
| 750 | |
| Total | |
| 2,000,000 | | |
| 300,000 | |
SCHEDULE II
Time of Sale Prospectus
1. Preliminary Prospectus issued May 14, 2024
2. Free writing prospectus dated Feb 16, 2024
3. Orally communicated initial public offering price of US$4.00 per
Ordinary Share
SCHEDULE III
CONTROLLED ENTITIES OF THE COMPANY
| Name |
Place of
Incorporation |
| JIADEZHIGAO Limited |
Hong Kong |
| WISMASS International Holdings Limited |
Hong Kong |
| Shenzhen Kebiao Technology Co., Ltd. |
PRC |
| Sichuan Jiade Zhigao Technology Co., Ltd. |
PRC |
| Sichuan Kebiao Technology Co., Ltd. |
PRC |
SCHEDULE IV
LIST OF LOCKED-UP PARTIES
All directors and executive officers of the
Company:
All shareholders holding 1% or more of the
Company’s Ordinary Shares:
| · | WISMASS INTERNATIONAL HOLDINGS LIMITED1 |
1
Its 2,200,000 ordinary shares are not subject to lock-up limitation according to the registered resale plan.
EXHIBIT A
FORM OF LOCK-UP LETTER
[▪], 2024
WestPark Capital, Inc.
As the Representative to the several underwriters
referred to in the Underwriting Agreement below
c/o WestPark Capital, Inc.
1800 Century Park East, Suite 220,
Los Angeles, CA 90077
United States
Ladies and Gentlemen:
The undersigned understands that WestPark Capital, Inc.,
as the representative (the “Representative”) of the several underwriters (the “Underwriters”) under
the Underwriting Agreement, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with _____,
an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), providing
for the public offering (the “Public Offering”) by the several Underwriters, including the Representative, of a certain
number of ordinary shares, par value US$0.01 per share, of the Company (the “Ordinary Shares”).
To induce the Underwriters that may participate
in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the
prior written consent of the Representative on behalf of the Underwriters, it will not, during the period commencing on the date hereof
and ending 180 days after the date of the final prospectus (the “Restricted Period”) relating to the Public Offering
(the “Prospectus”), (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 Ordinary Shares (collectively, the “Securities”) beneficially owned (as such term is used in Rule 13d-3
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities
so owned convertible into or exercisable or exchangeable for the Securities or (2) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such transaction
described in clause (1) or (2) above is to be settled by delivery of the Securities or such other securities, in cash or otherwise. The
foregoing sentence shall not apply to (a) transactions relating to the Securities or other securities of the Company acquired in
open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of
the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of the Securities or other securities
acquired in such open market transactions, (b) transfers of shares of the Securities or any security convertible into the Securities
as a bona fide gift, (c) distributions of the Securities or any security convertible into the Securities to limited partners
or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (b) or
(c), (i) each donee or distributee shall sign and deliver to the Representative a lock-up letter substantially in the form of this
letter and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of the
Securities, shall be required or shall be voluntarily made during the Restricted Period, or (d) the establishment of a trading plan
pursuant to Rule 10b5-1 under the Exchange Act for the transfer of the Securities, provided that such plan does not provide
for the transfer of the Securities during the Restricted Period and to the extent a public announcement or filing under the Exchange Act,
if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan,
such announcement or filing shall include a statement to the effect that no transfer of the Securities may be made under such plan during
the Restricted Period. In addition, the undersigned agrees that, without the prior written consent of the Representative on behalf of
the Underwriters, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration
of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The undersigned hereby also agrees
and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of
the undersigned’s Securities unless such transfer is in compliance with the foregoing restrictions.
If the undersigned is an officer or director of
the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities
the undersigned may purchase in the Public Offering.
If the undersigned is an officer or director of
the Company, (i) the Representative agrees that, at least three business days before the effective date of any release or waiver
of the foregoing restrictions in connection with a transfer of the Securities, the Representative will notify the Company of the impending
release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by issuing
a press release through a major news service at least two business days before the effective date of the release or waiver. Any release
or waiver granted by the Representative hereunder to any such officer or director shall only be effective two business days after the
publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected
solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described
in this letter that are applicable to the transferor, to the extent and for the duration that such terms remain in effect at the time
of the transfer.
The undersigned understands that the Company and
the Underwriters are relying upon this letter in proceeding toward consummation of the Public Offering. The undersigned further understands
that this letter is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.
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 Representative on behalf of the Underwriters. This letter shall
terminate and be of no further force or effect if the Underwriting Agreement is terminated pursuant to its terms.
This letter is governed by, and to be construed
in accordance with, the internal laws of the State of New York, without regard to the conflict of laws principles thereof.
[Signature page follows]
Very truly yours,
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EXHIBIT B
FORM OF WAIVER OF LOCK-UP
[Date]
[Name and Address of Director or Officer Requesting Waiver]
Dear Mr./Ms. [Name]:
This letter is being delivered to you in connection with the offering
by JIADE LIMITED (the “Company”) of [▪] ordinary shares, par value US$0.01 per share, of the Company,
and the lock-up letter dated _______, (the “Lock-up Letter”), executed by you in connection with such offering, and
your request for a [waiver] [release] dated ________, with respect to [▪] ordinary shares (the “Shares”).
The undersigned hereby agrees to [waive] [release] the transfer restrictions
set forth in the Lock-up Letter, but only with respect to the Shares, effective ________; provided, however, that such [waiver]
[release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least
two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver]
[release].
Except as expressly [waived] [released] hereby, the Lock-up Letter
shall remain in full force and effect.
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Very truly yours, |
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Acting on behalf of itself and the
several Underwriters named in Schedule I the Underwriting Agreement dated [▪], 2024 |
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WestPark Capital, Inc. |
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EXHIBIT C
FORM OF PRESS RELEASE
JIADE LIMITED
May 14, 2024
JIADE LIMITED announced today that WestPark Capital, Inc., the
book-running manager in the Company’s recent public sale of 2,000,000 ordinary shares is [releasing] a lock-up restriction with
respect to 20,045,371 ordinary shares (the “Shares”) of the Company held by certain officers or directors and certain
shareholders of the Company. The [release] will take effect on May 14, 2024, and the Shares may be sold or otherwise disposed of
on or after such date.
This press release is not an offer for sale of the securities in
the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United
States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
Exhibit 99.1
JIADE
LIMITED Announces Pricing of Initial Public Offering
Chengdu, China, May 15, 2024 (GLOBE NEWSWIRE)
— JIADE LIMITED (the “Company” or “JDZG”), a company that specializes in providing one-stop comprehensive
education supporting services to adult education institutions, today announced the pricing of its initial public offering (the “Offering”)
of 2,000,000 ordinary shares at a public offering price of US$4.00 per ordinary share. The ordinary shares have been approved for listing
on the Nasdaq Capital Market and are expected to commence trading on May 15, 2024 under the ticker symbol “JDZG.”
The Company expects to receive aggregate gross
proceeds of US$8 million from the Offering, before deducting underwriting discounts and other related expenses. In addition, the Company
has granted the underwriters a 60-day option to purchase up to an additional 300,000 ordinary shares at the public offering price, less
underwriting discounts. The Offering is expected to close on or about May 17, 2024, subject to the satisfaction of customary closing
conditions.
Proceeds from the Offering will be used primarily
to expand sales and operation teams and enhance marketing efforts, acquire vocational education and training institutions authorized by
the People’s Republic of China government and establish 8 to 10 examination centers, and invest in technology research and
development, and for working capital and other general corporate purposes.
The Offering is being conducted on a firm commitment basis. WestPark
Capital, Inc. is the Book-Running Lead Manager for the Offering. Webull Financial LLC is the co-manager. Hunter Taubman Fischer &
Li LLC is acting as U.S. securities counsel to the Company, and MagStone Law, LLP is acting as U.S. counsel to WestPark Capital, Inc.
in connection with the Offering.
The registration statement on Form F-1 relating
to the Offering was filed with the U.S. Securities and Exchange Commission (the “SEC”) (File Numbers: 333-276283), as amended,
and was declared effective by the SEC on May 14, 2024. The Offering is being made only by means of a prospectus, forming a part
of the registration statement. Copies of the final prospectus relating to the Offering, when available, may be obtained from WestPark
Capital, Inc. by email at syndicate@wpcapital.com, by standard mail to WestPark Capital, Inc., 1800 Century Park East,
Suite 220, Los Angeles, CA, 90067, or by telephone at (310) 843-9300; or from Webull Financial LLC, by email at customerservice@webull.com,
by standard mail to Webull Financial LLC, 44 Wall Street 2nd Floor, New York, NY, 10005, or by telephone at (917) 725-2448. In addition,
copies of the final prospectus relating to the Offering, when available, may be obtained via the SEC's website at www.sec.gov.
Before you invest, you should read the prospectus
and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press
release does not constitute an offer to sell or the solicitation of an offer to buy any of the Company’s securities, nor shall such
securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be
any offer, solicitation, or sale of any of the Company’s securities in any state or jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About JIADE LIMITED
JIADE LIMITED specializes in providing one-stop
comprehensive education supporting services to adult education institutions, through a wide spectrum of software platform and auxiliary
solutions, to meet the evolving needs of their customers in the rapidly changing adult education industry. The Company’s services
are primarily offered through the Kebiao Technology Educational Administration Platform (the “KB Platform”), which facilitates
streamlined information and data management throughout the teaching cycle of adult education services, from pre-enrollment to post-graduation.
The KB Platform supports a broad range of functions, such as enrollment consultation, student information collection, enrollment
status management, learning progress management, grade inquiry, and graduation management. The Company also provides auxiliary solutions
to adult education institutions, which encompass teaching support services throughout the entire teaching cycle and related exam administration
services. The Company places a great premium on technology research and development.
Forward-Looking Statements
Certain statements in this announcement are forward-looking
statements, including, but not limited to, the Company’s proposed Offering. These forward-looking statements involve known and unknown
risks and uncertainties and are based on the Company’s current expectations and projections about future events that may affect
its financial condition, results of operations, business strategy and financial needs, including the expectation that the Offering will
be successfully completed. Investors can find many (but not all) of these statements by the use of words such as “approximates,”
“believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,”
“plans,” “will,” “would,” “should,” “could,” “may”, or other similar
expressions in this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements to
reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company
believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations
will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results
and encourages investors to review other factors that may affect its future results in the Company’s registration statement and
other filings with the SEC.
For more information, please contact:
JIADE LIMITED
Investor Relations Department
Email: kebiao@sckbkj.com
Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com
Exhibit 99.2
JIADE
LIMITED Announces Closing of $8 Million Initial Public Offering
Chengdu, China, May 17, 2024 (GLOBE NEWSWIRE)
— JIADE LIMITED (Nasdaq: JDZG) (the “Company” or “JDZG”), a company that specializes in providing one-stop
comprehensive education supporting services to adult education institutions, today announced the closing of its initial public offering
(the “Offering”) of 2,000,000 ordinary shares at a public offering price of US$4.00 per ordinary share. The ordinary shares
began trading on the Nasdaq Capital Market on May 15, 2024 under the ticker symbol “JDZG.”
The Company received aggregate gross proceeds
of US$8,000,000 from the Offering, before deducting underwriting discounts and other related expenses. In addition, the Company granted
the underwriters a 60-day option to purchase up to an additional 300,000 ordinary shares at the public offering price, less underwriting
discounts.
Proceeds from the Offering will be used primarily
to expand sales and operation teams and enhance marketing efforts, acquire vocational education and training institutions authorized by
the People’s Republic of China government and establish 8 to 10 examination centers, and invest in technology research and
development, and for working capital and other general corporate purposes.
The Offering was conducted on a firm commitment
basis. WestPark Capital, Inc. was the Book-Running Lead Manager for the Offering. Webull Financial LLC was the co-manager. Hunter
Taubman Fischer & Li LLC acted as U.S. securities counsel to the Company, and MagStone Law, LLP acted as U.S. counsel to WestPark
Capital, Inc. in connection with the Offering.
The registration statement on Form F-1 relating
to the Offering was filed with the U.S. Securities and Exchange Commission (the “SEC”) (File Numbers: 333-276283), as amended,
and was declared effective by the SEC on May 14, 2024. The Offering was made only by means of a prospectus, forming a part of the
registration statement. Copies of the final prospectus relating to the Offering may be obtained from WestPark Capital, Inc. by email
at syndicate@wpcapital.com, by standard mail to WestPark Capital, Inc., 1800 Century Park East, Suite 220, Los Angeles,
CA, 90067, or by telephone at (310) 843-9300; or from Webull Financial LLC, by email at customerservice@webull.com, by standard
mail to Webull Financial LLC, 44 Wall Street 2nd Floor, New York, NY, 10005, or by telephone at (917) 725-2448. In addition, copies of
the final prospectus relating to the Offering may be obtained via the SEC’s website at www.sec.gov.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any of the Company’s securities, nor shall such securities be offered or sold in
the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation, or sale
of any of the Company’s securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of such state or jurisdiction.
About JIADE LIMITED
JIADE LIMITED specializes in providing one-stop
comprehensive education supporting services to adult education institutions, through a wide spectrum of software platform and auxiliary
solutions, to meet the evolving needs of their customers in the rapidly changing adult education industry. The Company’s services
are primarily offered through the Kebiao Technology Educational Administration Platform (the “KB Platform”), which facilitates
streamlined information and data management throughout the teaching cycle of adult education services, from pre-enrollment to post-graduation.
The KB Platform supports a broad range of functions, such as enrollment consultation, student information collection, enrollment
status management, learning progress management, grade inquiry, and graduation management. The Company also provides auxiliary solutions
to adult education institutions, which encompass teaching support services throughout the entire teaching cycle and related exam administration
services.
Forward-Looking Statements
Certain statements in this announcement are forward-looking
statements, including, but not limited to, the Company’s proposed Offering. These forward-looking statements involve known and unknown
risks and uncertainties and are based on the Company’s current expectations and projections about future events that may affect
its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these
statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,”
“anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,”
“would,” “should,” “could,” “may”, or other similar expressions in this press release.
The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events
or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations
expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct,
and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to
review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.
For more information, please contact:
JIADE LIMITED
Investor Relations Department
Email: kebiao@sckbkj.com
Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com
Exhibit 99.3
AUDIT COMMITTEE CHARTER
OF
JIADE LIMITED
This Audit Committee Charter (the “Charter”)
was adopted by the Board of Directors (the “Board”) of JIADE LIMITED, a Cayman Islands exempted company (the “Company”),
on December 23, 2023, and shall become effective upon the effectiveness of the Company’s registration statement on Form F-1
relating to the Company’s initial public offering.
I. Purpose
The purpose of the Audit Committee (the “Committee”)
is to oversee the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company.
The Committee assists the Board with its oversight responsibilities regarding: (i) the integrity of the Company’s financial
statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the independent auditor’s
qualifications and independence; and (iv) the performance of the Company’s internal audit function and independent auditor.
The Committee shall prepare the report required by the rules of the Securities and Exchange Commission (the “SEC”)
to be included in the Company’s annual report on Form 20-F.
In addition to the powers and responsibilities
expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities
delegated to it by the Board from time to time consistent with the Company’s Memorandum and Articles of Association, as amended
from time to time (the “Articles”). The powers and responsibilities delegated by the Board to the Committee in this
Charter or otherwise shall be exercised and carried out by the Committee as it deems appropriate without requirement of Board approval,
and any decision made by the Committee (including any decision to exercise or refrain from exercising any of the powers delegated to the
Committee hereunder) shall be at the Committee’s sole discretion. While acting within the scope of the powers and responsibilities
delegated to it, the Committee shall have and may exercise all the powers and authority of the Board. To the fullest extent permitted
by law, the Committee shall have the power to determine which matters are within the scope of the powers and responsibilities delegated
to it.
Notwithstanding the foregoing, the Committee’s
responsibilities are limited to oversight. Although the Committee has the responsibilities set forth in this Charter, it is not the responsibility
of the Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosure are complete and
accurate and are in accordance with generally accepted accounting principles and applicable laws, rules and regulations. These are
the responsibilities of the Company’s management (“Management”) and the independent auditor.
Furthermore, auditing literature, particularly
Statement of Accounting Standards No. 71, defines the term “review” to include a particular set of required procedures
to be undertaken by independent auditors. The members of the Committee are not independent auditors, and the term “review”
as used in this Charter is not intended to have that meaning and should not be interpreted to suggest that the Committee members can or
should follow the procedures required of auditors performing reviews of financial statements.
II. Membership
The Committee shall consist of at least three
members of the Board, as determined by the Board. Each Committee member shall be financially literate as determined by the Board in its
business judgment or must become financially literate within a reasonable period of time after his or her appointment to the Committee.
Members of the Committee must (i) not have participated in the preparation of the financial statements of the Company or any current
subsidiary of the Company at any time during the past three years; and (ii) be able to read and understand fundamental financial
statements, including a company's balance sheet, income statement, and cash flow statement. Members of the Committee are not required
to be engaged in the accounting and auditing profession and, consequently, some members may not be expert in financial matters, or in
matters involving auditing or accounting. However, at least one member of the Committee must have accounting or related financial management
expertise as determined by the Board in its business judgment. In addition, at least one member of the Committee shall be an “audit
committee financial expert” within the definition adopted by the SEC or shall possess financial sophistication within the meaning
of the Nasdaq Listing Rules, or the Company shall disclose in its annual report on Form 20-F required pursuant to the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), the reasons why at least one member of the Committee is not
an “audit committee financial expert.”
At least a majority of the members of the Committee
shall be independent within the meaning of Section 5605(a)(2) of the Nasdaq Listing Rules and will satisfy the independence
requirements of Rule 10A-3(b)(1) under the Exchange Act within the 90-day period after the effectiveness of the Company’s
registration statement on Form F-1 relating to the Company’s initial public offering (the “Effective Time”).
All Committee members must satisfy the independence requirements of Rule 10A-3(b)(1) under the Exchange Act beginning from the
first anniversary of the Effective Time. No Committee member may simultaneously serve on the audit committee of more than two other public
companies, unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve
on the Committee and such determination is disclosed in the Company’s annual report on Form 20-F.
The members of the Committee, including the chairperson
(the “Chair”) of the Committee, shall be appointed by the Board. Committee members may be removed from the Committee,
with or without cause, by the Board.
III. Meetings and Procedures
The Chair (or in his or her absence, a member
designated by the Chair) shall preside at each meeting of the Committee and set the agendas for Committee meetings. The Committee shall
have the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are not inconsistent
with any provisions of the Articles that are applicable to the Committee.
The Committee shall meet at least once during each fiscal quarter and
more frequently as the Committee deems desirable. Except as required by law, all matters shall be approved by a simple majority of all
the Committee members.
The Committee shall meet separately and periodically
with Management, with the internal auditor, and with the independent auditor. Any meeting of the Committee may be conducted in person
or via telephone conference or similar communications equipment where every meeting participant can hear each other.
All non-Management directors that are not members
of the Committee may attend and observe meetings of the Committee, but shall not participate in any discussion or deliberation unless
invited to do so by the Committee, and in any event shall not be entitled to vote. The Committee may, at its discretion, include in its
meetings members of the Company’s Management, representatives of the independent auditor, the internal auditor, and any other financial
personnel employed or retained by the Company or any other persons whose presence the Committee believes to be necessary or appropriate.
Notwithstanding the foregoing, the Committee may also exclude from its meetings any persons it deems appropriate, including, but not limited
to, any non-Management director that is not a member of the Committee.
The Committee may retain any independent counsel,
experts, or advisors (accounting, financial, or otherwise) that the Committee believes to be necessary or appropriate. The Committee may
also utilize the services of the Company’s regular legal counsel or other advisors to the Company. The Company shall provide for
appropriate funding, as determined by the Committee, for payment of compensation to the independent auditor for the purpose of rendering
or issuing an audit report or performing other audit, review, or attestation services, for payment of compensation to any counsel, experts,
or advisors employed by the Committee and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying
out its duties.
The Committee may conduct or authorize investigations
into any matters within the scope of the powers and responsibilities delegated to the Committee.
IV. Powers and Responsibilities
1. Appointment and Oversight.
The Committee shall be directly responsible for the appointment, compensation, retention, removal and oversight of the work of the independent
auditor (including resolution of any disagreements between Management and the independent auditor regarding financial reporting) for the
purpose of preparing or issuing an audit report or related work or performing other audit, review, or attestation services for the Company,
and the independent auditor shall report directly to the Committee.
2. Pre-Approval of
Services. Before the independent auditor is engaged by the Company or its subsidiaries to render audit or non-audit services,
the Committee shall pre-approve the engagement. Committee pre-approval of audit and non-audit services will not be required if the
engagement for the services is entered into pursuant to pre-approval policies and procedures established by the Committee regarding
the Company’s engagement of the independent auditor, provided that the policies and procedures are detailed as to the
particular service, the Committee is informed of each service provided and such policies and procedures do not include delegation of
the Committee’s responsibilities under the Exchange Act to the Management. The Committee may delegate to one or more
designated members of the Committee the authority to grant pre-approvals, provided that such pre-approvals are presented to the
Committee at a subsequent meeting. If the Committee elects to establish pre-approval policies and procedures regarding non-audit
services, the Committee must be informed of each non-audit service provided by the independent auditor. Committee pre-approval of
non-audit services (other than review and attestation services) also will not be required if such services fall within available
exceptions established by the SEC.
3. Independence of Independent
Auditor. The Committee shall, at least annually, review the independence and quality control procedures of the independent auditor
and the experience and qualifications of the independent auditor’s senior personnel that are providing audit services to the Company.
In conducting its review:
(i) The Committee shall
obtain and review a report prepared by the independent auditor describing (a) the auditing firm’s internal quality-control
procedures and (b) any material issues raised by the most recent internal quality-control review, or peer review, of the auditing
firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one
or more independent audits carried out by the auditing firm, and any steps taken to deal with any such issues;
(ii) The Committee shall
ensure that the independent auditor prepare and deliver, at least annually, a written statement delineating all relationships between
the independent auditor and the Company. The Committee shall actively engage in a dialogue with the independent auditor with respect to
any disclosed relationships or services that, in the view of the Committee, may impact the objectivity and independence of the independent
auditor. If the Committee determines that further inquiry is advisable, the Committee shall take appropriate action in response to the
independent auditor’s report to satisfy itself of the auditor’s independence;
(iii) The Committee shall
confirm with the independent auditor that the independent auditor is in compliance with the partner rotation requirements established
by the SEC; and
(iv) The Committee shall,
if applicable, consider whether the independent auditor’s provision of any permitted information technology service or other non-audit
service to the Company is compatible with maintaining the independence of the independent auditor.
4. Meetings
with Management, the Independent Auditor and the Internal Auditor.
(i) The Committee shall
meet with Management, the independent auditor, and the internal auditor in connection with each annual audit to discuss the scope of the
audit, the procedures to be followed, and the staffing of the audit.
(ii) The Committee shall
review and discuss with Management and the independent auditor any material off-balance sheet transactions, arrangements, obligations
(including contingent obligations), and other relationships of the Company with unconsolidated entities of which the Committee is made
aware that do not appear on the financial statements of the Company and that may have a material current or future effect on the Company’s
financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues
or expenses.
(iii) The Committee shall
review and discuss the annual audited financial statements with Management and the independent auditor, including the Company’s
disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in
the Company’s annual report on Form 20-F.
5. Separate
Meetings with the Independent Auditor.
(i) The Committee
shall review with the independent auditor any problems or difficulties the independent auditor may have encountered during the
course of the audit work, including any restrictions on the scope of activities or access to required information or any significant
disagreements with Management and Management’s responses to such matters.
(ii) The Committee shall
discuss with the independent auditor the report that such auditor is required to make to the Committee regarding: (a) all critical
accounting policies and practices to be used; (b) all alternative treatments within U.S. GAAP for policies and practices related
to material items that have been discussed among Management and the independent auditor, including the ramifications of the use of such
alternative disclosures and treatments, and the treatment preferred by the independent auditor; and (c) all other material written
communications between the independent auditor and Management, such as any Management letter, Management representation letter, reports
on observations and recommendations on internal controls, independent auditor’s engagement letter, independent auditor’s independence
letter, schedule of unadjusted audit differences and a listing of adjustments and reclassifications not recorded, if any.
(iii) The Committee shall
discuss with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61, “Communication
with Audit Committees,” as then in effect.
6. Recommendation to Include
Financial Statements in Annual Report. The Committee shall, based on the review and discussions in paragraphs 4(iii) and 5(iii) above,
and based on the disclosures received from the independent auditor regarding its independence and discussions with the auditor regarding
such independence pursuant to subparagraph 3(ii) above, determine whether to recommend to the Board that the audited financial statements
be included in the Company’s annual report on Form 20-F for the fiscal year subject to the audit.
7. The Committee shall discuss
with Management and the independent auditor the Company’s earnings press releases (with particular focus on any “pro forma”
or “adjusted” non-GAAP information), as well as financial information and earnings guidance provided to analysts and rating
agencies. The Committee’s discussion in this regard may be general in nature (i.e., discussion of the types of information to be
disclosed and the type of presentation to be made) and need not take place in advance of each earnings release or each instance in which
the Company may provide earnings guidance.
8. The Committee shall review
all related party transactions by the Company (including any of its subsidiaries and consolidated affiliates) on an ongoing basis and
all such transactions must be approved by the Committee in advance. All related party transactions should be disclosed in accordance with
applicable legal and regulatory requirements. The Committee recognizes that there are situations where the Company may have to obtain
products or services of a nature, quantity or quality, or on other terms, that are not readily available from alternative sources or when
the Company provides products or services to related persons on an arm's length basis on terms comparable to those provided to unrelated
third parties.
a. The Committee
shall consider all of the relevant facts and circumstances available to the Committee, including (if applicable), but not limited to:
• The
benefits to the Company;
• The
impact on a director's independence in the event the related person is a director, an immediate family member of a director or an entity
in which a director is a principal, member, partner, shareholder or executive officer;
• The
availability of other sources for comparable products or services;
• The
terms of the transaction; and
• The
terms available to unrelated third parties and employees generally.
b. No member of
the Committee shall participate in any review, consideration or approval of any related party transactions with respect to which such
member or any of his or her immediate family members is the related person. The Board shall approve only those related party transactions
that are in, or are not inconsistent with, the best interests of the Company and its shareholders, as the Committee determines in good
faith.
9. The Committee shall discuss
with Management and the independent auditor any correspondence from or with regulators or governmental agencies, any employee complaints
or any published reports that raise material issues regarding the Company’s financial statements, financial reporting process, accounting
policies, or internal audit function.
10. The Committee shall discuss
with the Company’s internal or outside counsel any legal matters brought to the Committee’s attention that could reasonably
be expected to have a material impact on the Company’s financial statements.
11. The Committee shall request
assurances from Management, the independent auditor, and the Company’s internal auditors that the Company’s subsidiaries and
affiliated entities, if any, are operated in conformity with applicable legal requirements, including disclosure of related party transactions.
12. The Committee shall discuss
with Management the Company’s policies with respect to risk assessment and risk management. The Committee shall discuss with Management
the Company’s significant financial risk exposures and the actions Management has taken to limit, monitor or control such exposures.
13. The Committee shall monitor
the compliance with the Company’s code of business conduct and ethics, including reviewing the adequacy and effectiveness of the
Company’s procedures to ensure proper compliance.
14. The Committee shall review
the adequacy and effectiveness of the Company’s accounting and internal control policies and procedures and any steps taken to monitor
and control major financial risk exposures.
15. The Committee shall review
and concur with Management on the need for an internal audit department and on the appointment, replacement, reassignment, or dismissal
of an internal audit department senior manager or director. The Committee shall also review any internal reports to Management (or summaries
thereof) prepared by the internal audit department, as well as Management’s response.
16. The
Committee shall set clear hiring policies for employees or former employees of the
Company’s independent auditor.
17. The Committee shall establish
procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls
or auditing matters. The Committee shall also establish procedures for the confidential and anonymous submission by employees regarding
questionable accounting or auditing matters.
18. The Committee shall provide
the Company with the report of the Committee with respect to the audited financial statements required by Item 306 of Reg. S-K, for inclusion
in each of the Company’s annual reports filed on Form 20-F.
19. The Committee, through
its Chair, shall report regularly to, and review with, the Board any issues that arise with respect to the quality or integrity of the
Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance and independence
of the Company’s independent auditor, the performance of the Company’s internal audit function or any other matter the Committee
determines is necessary or advisable to report to the Board.
20. The Committee shall at least annually perform an evaluation
of the performance of the
Committee and its members, including a review
of the Committee’s compliance with this Charter.
21. The Committee shall at
least annually review and reassess this Charter and submit any recommended changes to the Board for its consideration.
V. Delegation of Duties
In fulfilling its responsibilities, the Committee
shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee to the extent permitted by, or consistent
with provisions of, the Articles and applicable laws and regulations and rules of the markets in which the Company’s securities
then trade.
Exhibit 99.4
COMPENSATION COMMITTEE CHARTER
OF
JIADE LIMITED
This Compensation
Committee Charter (the “Charter”) was adopted by the Board of Directors (the “Board”) of JIADE LIMITED,
a Cayman Islands exempted company (the “Company”), on December 23, 2023, and shall become effective upon the effectiveness
of the Company’s registration statement on Form F-1 relating to the Company’s initial public offering.
The purpose of
the Compensation Committee (the “Committee”) is (i) to assist the Board in discharging the Board’s responsibilities
relating to compensation of the Company’s executives, including reviewing and evaluating and, if necessary, revising the compensation
plans, policies, and programs of the Company adopted by management, and (ii) to review and approve the disclosure of executive compensation
for inclusion in the Company’s annual report on Form 20-F filed with the U.S. Securities and Exchange Commission’s (the
“SEC”) in accordance with applicable rules and regulations. The Committee shall ensure that compensation programs
are designed to encourage high performance, promote accountability, and assure that employee interests are aligned with the interests
of the Company’s shareholders.
In addition to
the powers and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and
carry out any other responsibilities delegated to it by the Board from time to time consistent with the Company’s Memorandum and
Articles of Association, as amended from time to time (the “Articles”). The powers and responsibilities delegated by
the Board to the Committee in this Charter or otherwise shall be exercised and carried out by the Committee as it deems appropriate without
the requirement of Board approval, and any decision made by the Committee (including any decision to exercise or refrain from exercising
any of the powers and responsibilities delegated to the Committee hereunder) shall be at the Committee’s sole discretion. While
acting within the scope of the powers and responsibilities delegated to it, the Committee shall have and may exercise all the powers and
authority of the Board. To the fullest extent permitted by law, the Committee shall have the power to determine which matters are within
the scope of the powers and responsibilities delegated to it.
The Committee
shall be composed of three or more directors, as determined by the Board, none of whom shall be an employee of the Company and each of
whom (i) shall satisfy the “independence” requirements of Section 5605(a)(2) of the Nasdaq Listing Rules and
Rule 10C-1 under the Securities Exchange Act, (ii) shall be a “non-employee director” within the meaning of Rule 16b3
of the Securities Exchange Act of 1934, as amended, (iii) shall be an “outside director” under the regulations promulgated
under Section 162(m) of the Internal Revenue Code of 1986, as amended, and (iv) shall have experience, in the business
judgment of the Board, that would be helpful in addressing the matters delegated to the Committee, and shall not accept directly or indirectly
any consulting, advisory, or other compensatory fees (the “Compensatory Fees”) from the Company or any subsidiary thereof.
For the purpose of this paragraph, the Compensatory Fees do not include: (i) fees received as a member of the Committee, the Board,
or any other Board committee; or (ii) the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation)
for prior service with the Company (provided that such compensation is not contingent in any way on continued service).
In determining
whether a director is eligible to serve on the Committee, the Board shall consider all factors specifically relevant to determining whether
a director has a relationship to the Company which is material to such director’s ability to be independent from management in connection
with the duties of a Committee member, including but not limited to, whether the director is affiliated with the Company, any subsidiary
of the Company, or any affiliate of a subsidiary of the Company.
At least a majority
of the members of the Committee shall satisfy the independence requirements of the Nasdaq Listing Rules within the 90-day period
after the effectiveness of the Company’s registration statement on Form F-1 relating to the Company’s initial public
offering (the “Effective Time”), and all of the members of the Committee shall satisfy the independence requirements
of the Nasdaq Listing Rules beginning from the first anniversary of the Effective Time.
The members of
the Committee, including the chairperson of the Committee (the “Chair”), shall be appointed by the Board on the recommendation
of the Nomination and Corporate Governance Committee. Committee members may be removed from the Committee, with or without cause, by the
Board. If one Committee member ceases to be independent in accordance with the requirements of Rule 10C-1 due to circumstances beyond
the member’s reasonable control, that person, with notice by the Company to Nasdaq or the applicable national security association,
may remain a compensation committee member of the Company until the earlier of its next annual shareholders meeting or one year from the
occurrence of the event that caused the member to be no longer independent.
| III. | Meetings and Procedures |
The Chair (or
in his or her absence, a member designated by the Chair) shall preside at each meeting of the Committee and set the agendas for Committee
meetings. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings
so long as they are not inconsistent with any provisions of the Articles that are applicable to the Committee.
The Committee
shall meet on a regularly scheduled basis at least once per year and more frequently as and when the Committee deems necessary or desirable.
A meeting of the Committee may be conducted in person or via telephone conference where every meeting participant can hear each other.
Except as required by law, all matters shall be approved by a simple majority of all the Committee members.
All non-management
directors who are not members of the Committee may attend and observe meetings of the Committee, but shall not participate in any discussion
or deliberation unless invited to do so by the Committee, and in any event shall not be entitled to vote. The Committee may, at its discretion,
include in its meetings members of the Company’s management or any other person whose presence the Committee believes to be necessary
or appropriate. Notwithstanding the foregoing, the chief executive officer may not be present during voting or deliberations concerning
his or her compensation, and the Committee may exclude from its meetings any persons it deems appropriate, including but not limited to
any non-management director who is not a member of the Committee.
The Chair shall
report to the Board regarding the activities of the Committee at appropriate times and as otherwise requested by the Chairman of the Board.
| IV. | Duties and Responsibilities |
1. The
Committee shall, at least annually, review and approve the compensation of the chief executive officer. In determining the long-term incentive
component of the chief executive officer’s compensation, the Committee shall consider the Company’s performance, the value
of similar incentive awards to chief executive officers at comparable companies, and the awards given to the chief executive officer in
past years. The Committee shall have sole authority to determine the chief executive officer’s compensation.
2. The
Committee shall, with respect to executive officers other than the chief executive officer, make recommendations to the Board concerning
compensation, incentive compensation plans, and equity-based plans.
3. The
Committee shall annually review all annual bonuses, long-term incentive compensation, stock options, employee pension, and welfare benefit
plans (including employee stock purchase plans, long-term incentive plans, management incentive plans and others), and with respect
to each plan shall have responsibility for:
(i) setting
performance targets under all annual bonuses and long-term incentive compensation plans as appropriate;
(ii) certifying
that any and all performance targets used for any performance-based equity compensation plans have been met before payment of any executive
bonus or compensation or exercise of any executive award granted under any such plan(s);
(iii) approving
all amendments to, and terminations of, all compensation plans and any awards under such plans;
(iv) granting
any awards under any performance-based annual bonus, long-term incentive compensation and equity compensation plans to executive officers
or current employees with the potential to become the chief executive officer or an executive officer, including stock options and other
equity rights (e.g., restricted stock, stock purchase rights);
(v) approving
which executive officers are entitled to awards under the Company’s stock option plan(s);
(vi) repurchasing
securities from terminated employees; and
(vii) conducting
an annual review of all compensation plans, including reviewing each plan’s administrative costs, reviewing current plan features
relative to any proposed new features, and assessing the performance of the plan’s internal and external administrators if any duties
have been delegated.
4. The
Committee may, in its sole discretion, retain or receive the advice from the Company’s regular legal counsel, other independent
counsel, compensation and benefits consultants, and other experts or advisors (the “Compensation Advisors”) that the
Committee believes to be desirable or appropriate. The Committee is not bound by the advice or recommendations of the Compensation Advisors
and shall exercise its own judgment in fulfilling its responsibilities.
5. The
Committee shall be directly responsible for the appointment, compensation, and oversight of the work of the Compensation Advisors.
6. The
Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to the Compensation Advisors.
7. The
Committee shall select, or receive advice from the Compensation Advisors, other than in-house legal counsel, after taking into consideration
the following factors:
(i) the
provision of other services to the Company by the person that employs the Compensation Advisors;
(ii) the
amount of fees received from the Company by the person that employs the Compensation Advisors, as a percentage of the total revenue of
the person that employs such Compensation Advisors;
(iii) the
policies and procedures of the person that employs the Compensation Advisors that are designed to prevent conflicts of interest;
(iv) any
business or personal relationship of the Compensation Advisors with a member of the Committee;
(v) any
stock of the Company owned by the Compensation Advisors; and
(vi) any
business or personal relationship of the Compensation Advisor or the person employing the Compensation Advisors with an executive officer
of the Company.
8. The
Committee shall conduct the independence assessment outlined in this Charter with respect to any Compensation Advisors, other than in-house
legal counsel. Nevertheless, the Committee may select, or receive advice from, any Compensation Advisors, including ones that are not
independent, after considering factors 7(i) through 7(vi) outlined above.
9. For
purposes of this Charter, the Committee is not required to conduct an independence assessment for any Compensation Advisors that act in
a role limited to the following activities for which no public disclosure is required: (a) consulting on any broad-based plan that
does not discriminate in scope, terms, or operation, in favor of any executive officers or directors of the Company, and that is available
generally to all salaried employees; or (b) providing information that either is not customized for a particular issuer or that is
customized based on parameters that are not developed by such Compensation Advisors, and about which such Compensation Advisors does not
provide advice.
10. The
Committee shall establish and periodically review policies concerning prerequisite benefits.
11. The
Committee shall periodically review the Company’s policies with respect to change of control or “parachute” payments,
if any.
12. The
Committee shall manage and review executive officer and director indemnification and insurance matters.
13. The
Committee shall manage and review any employee loans in an amount equal to or greater than US$60,000.
14. The
Committee shall prepare and approve the disclosure of executive compensation for inclusion in the Company’s annual report on Form 20-F.
15. The
Committee shall on an annual basis evaluate its own performance, including its compliance with this Charter, and provide any written material
with respect to such evaluation to the Board, including any recommendations for changes in procedures or policies governing the Committee.
The Committee shall conduct such evaluation and review in such manner as it deems appropriate.
16. The
Committee shall periodically report to the Board its findings and actions.
17. The
Committee shall review and reassess this Charter at least annually and submit any recommended changes to the Board for its consideration.
In fulfilling
its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee,
to the extent consistent with the Articles and applicable law and rules of the markets in which the Company’s securities then
trade.
Exhibit 99.5
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
CHARTER
OF
JIADE LIMITED
This Nominating
and Corporate Governance Committee Charter (the “Charter”) was adopted by the Board of Directors (the “Board”)
of JIADE LIMITED, a Cayman Islands exempted company (the “Company”), on December 23, 2023, and shall become effective
upon the effectiveness of the Company’s registration statement on Form F-1 relating to the Company’s initial public offering.
I. Purpose
The purpose of
the Nominating and Corporate Governance Committee (the “Committee”) is to assist the Board in discharging the Board’s
responsibilities regarding:
1. identification
and recommendation of qualified director nominees to be elected at the next annual meeting of shareholders (or special meeting of shareholders
at which directors are to be elected);
2. identification
and recommendation of qualified candidates to fill any vacancies on the Board;
3. annual
review of the composition of the Board in light of the characteristics of independence, qualification, experience and availability of
the Board members;
4. oversight
of the evaluation of the Board; and
5. monitoring
of compliance with the Company’s code of business conduct and ethics, including reviewing the adequacy and effectiveness of the
Company’s internal rules and procedures to ensure compliance with applicable laws and regulations.
In addition to
the powers and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and
carry out any other responsibilities delegated to it by the Board from time to time consistent with the Company’s Memorandum and
Articles of Association, as amended from time to time (the “Articles”). The powers and responsibilities delegated by
the Board to the Committee in this Charter or otherwise may be exercised and carried out by the Committee as it deems appropriate without
Board approval, and any decision made by the Committee (including any decision to exercise or refrain from exercising any of the powers
delegated to the Committee hereunder) shall be at the Committee’s sole discretion. While acting within the scope of the powers and
responsibilities delegated to it, the Committee has and may exercise all the powers and authority of the Board. To the fullest extent
permitted by law, the Committee shall have the power to determine which matters are within the scope of the powers and responsibilities
delegated to it.
II. Membership
The Committee
shall be comprised of three or more members of the Board, as determined by the Board, each of whom has experience, in the business judgment
of the Board, that would be helpful in addressing the matters delegated to the Committee. In addition, at least a majority of the members
of the Committee shall satisfy the independence requirements of Section 5605(a)(2) of the Nasdaq Listing Rules within the
90-day period after the effectiveness of the Company’s registration statement on Form F-1 relating to the Company’s initial
public offering (the “Effective Time”), and all of the members of the Committee shall satisfy the independence requirements
of Section 5605(a)(2) of the Nasdaq Listing Rules beginning from the first anniversary of the Effective Time.
The members of
the Committee, including the chairperson of the Committee (the “Chair”), shall be appointed by the Board. Committee
members may be removed from the Committee, with or without cause, by the Board. Any action duly taken by the Committee shall be valid
and effective, whether or not the members of the Committee at the time of such action are later determined not to have satisfied the requirements
for membership provided herein.
III. Meetings
and Procedures
The Chair (or
in his or her absence, a member designated by the Chair) shall preside at each meeting of the Committee and set the agendas for Committee
meetings. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings
so long as they are not inconsistent with any provisions of the Articles that are applicable to the Committee.
The Committee
shall meet on a regularly scheduled basis, at least twice per year and more frequently as and when the Committee deems necessary or desirable.
A meeting of the Committee may be conducted in person or via telephone conference where every meeting participant can hear each other.
Except as required by law, all matters shall be approved by a simple majority of all the Committee members.
All non-management
directors who are not members of the Committee may attend and observe meetings of the Committee, but shall not participate in any discussion
or deliberation unless invited to do so by the Committee, and in any event shall not be entitled to vote. The Committee may, at its discretion,
include in its meetings members of the Company’s management, or any other person whose presence the Committee believes to be desirable
and appropriate. Notwithstanding the foregoing, the Committee may exclude from its meetings any persons, including any non-management
director, who is not a member of the Committee.
The Committee
may retain any independent counsel, experts or advisors that the Committee believes to be desirable and appropriate. The Committee may
also use the services of the Company’s regular legal counsel or other advisors to the Company. The Company shall provide for appropriate
funding, as determined by the Committee, for payment of compensation to any such persons employed by the Committee and for ordinary administrative
expenses of the Committee that are necessary or appropriate in carrying out its duties. The Committee shall have sole authority to retain
and terminate any search firm to be used to identify director candidates, including sole authority to approve such search firm’s
fees and other retention terms.
The Chair shall
report to the Board regarding the activities of the Committee at appropriate times and as otherwise requested by the Chairman of the Board.
IV. Duties and Responsibilities
1. (a)
At an appropriate time prior to each annual meeting of shareholders at which directors are to be elected or reelected, the Committee shall
recommend to the Board for nomination by the Board such candidates as the Committee, in the exercise of its judgment, has found to be
well qualified and willing and available to serve.
(b) At an appropriate
time after a vacancy arises on the Board or a director advises the Board of his or her intention to resign, the Committee shall recommend
to the Board for appointment by the Board to fill such vacancy, such candidate as the Committee, in the exercise of its judgment, has
found to be well qualified and willing and available to serve.
2. The
Committee shall annually review the performance of each incumbent director and shall consider the results of such evaluation when determining
whether or not to recommend the nomination of such director for an additional term.
3. The
Committee shall oversee the Board in the Board’s annual review of its own performance and the performance of management, and will
make appropriate recommendations to improve performance.
4. The
Committee shall consider, prepare and recommend to the Board such policies and procedures with respect to corporate governance matters
as may be required or required to be disclosed pursuant to any rules promulgated by the Securities and Exchange Commission or otherwise
considered to be desirable and appropriate in the discretion of the Committee.
5. The
Committee shall evaluate its own performance on an annual basis, including its compliance with this Charter, and provide the Board with
any recommendations for changes in procedures or policies governing the Committee. The Committee shall conduct such evaluation and review
in such manner as it deems appropriate.
6. The
Committee shall periodically report to the Board on its findings and actions.
7. The
Committee shall review and reassess this Charter at least annually and submit any recommended changes to the Board for its consideration.
V. Delegation
of Duties
In fulfilling its responsibilities, the Committee
shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee, to the extent consistent with the
Articles and applicable law and rules of the markets in which the Company’s securities then trade.
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