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 November 2023
Commission File Number: 001-39127
Canaan Inc.
28 Ayer Rajah Crescent
#06-08
Singapore 139959
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F x
Form 40-F o
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): ¨
EXPLANATORY NOTE
This current report on Form 6-K is incorporated by reference into the registration statement on Form F-3 of the Company
(File No. 333-255470) and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded
by documents or reports subsequently filed or furnished.
Canaan Inc. Engages with B. Riley Securities
as the New Sales Agent for Its At-The-Market Offering and Files Updated Prospectus Supplement
On November 10, 2023, Canaan Inc. (NASDAQ: CAN)
(“Canaan” or the “Company” or “We”) entered into an At Market Issuance Sales Agreement (the “ATM
Agreement”) with B. Riley Securities, Inc. as a sales agent (the “sales agent”).
The Company has filed a new prospectus supplement,
dated November 13, 2023, Eastern Standard Time (the “Prospectus Supplement”) setting up the new at-the-market equity offering
program (the “ATM Program” or “ATM”), under which the Company may sell up to an aggregate of US$148 million of
its American depositary shares (“ADSs”), each representing fifteen Class A ordinary shares of the Company, through
or to the sales agent. The timing and extent of the use of the ATM Program will be at the discretion of the Company.
Pursuant to the ATM Agreement, the sales agent
may sell the ADSs by any method permitted that is deemed an “at the market” offering as defined in Rule 415 under the Securities
Act of 1933, as amended. The sales agent will use commercially reasonable efforts consistent with its normal trading and sales practices
to sell the Shares from time to time, based upon instructions from the Company, including sales made directly on or through the NASDAQ
Global Market or any other existing trading market in the United States for ADSs representing our Class A ordinary shares, sales made
to or through a market maker other than on an exchange or otherwise, directly to the sales agent as principal, and/or in any other method
permitted by law. Under the ATM Agreement, the sales agent is not required to sell any specific number or dollar amount of securities,
but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices.
The ADSs will be offered under the Company’s
existing shelf registration statement, including the accompanying base prospectus, on Form F-3, as amended, which was initially filed
with the SEC on April 23, 2021 and became effective on May 1, 2023 (File No. 333-255470). The registration statement on Form F-3,
as amended, including the accompanying base prospectus, and the Prospectus Supplement are available at the SEC’s website at: https://www.sec.gov,
and may also be obtained by contacting B. Riley Securities, Inc. at 299 Park Avenue, 21st Floor, New York, NY 10171, by phone at (212)
457-9947 or e-mail at atmdesk@brileyfin.com.
If the Company chooses to sell ADSs under the
ATM Program, it intends to use the net proceeds of this offering for research and development, expansion of production scale, and other
general corporate purposes.
Effective November 10, 2023, the Company terminated
its at-the-market offering agreement with H.C. Wainwright & Co., LLC (“Wainwright”), dated as of April 8, 2022 (as amended
by the amendment No. 1 to the at-the-market offering agreement dated as of November 23, 2022) related to the offer and sale of the Company’s
ADSs in at-the-market offerings. The Company executed the above sales within ten trading days in March 2023 and did not utilize the ATM
after March 31, 2023. At the time of such termination, the Company had received net proceeds of approximately US$4.2 million from the
sale of 1,532,219 ADSs. The Company would like to extend its thanks to Wainwright for their support in the prior sales offerings.
This Form 6-K is for informational purposes
only and is not an offer to sell or a solicitation of an offer to buy any securities, which is made only by means of a prospectus supplement
and related prospectus. There will be no sale of these securities in any jurisdiction in which such an offer, solicitation of an offer
to buy or sale would be unlawful.
Safe Harbor Statement
This Form 6-K contains forward−looking statements.
These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These
forward−looking statements can be identified by terminology such as "will," "expects," "anticipates,"
"future," "intends," "plans," "believes," "estimates" and similar statements. Among
other things, Canaan Inc.'s anticipated financing plans and its intended use of proceeds contain forward−looking statements. Canaan
Inc. may also make written or oral forward−looking statements in its periodic reports to the U.S. Securities and Exchange Commission
("SEC") on Forms 20−F and 6−K, in its annual report to shareholders, in press releases and other written materials
and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including
statements about Canaan Inc.'s beliefs and expectations, are forward−looking statements. Forward−looking statements involve
inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward−looking
statement, including but not limited to the following: the Company's goals and strategies; the Company's future business development,
financial condition and results of operations; the expected growth of the bitcoin industry and the price of bitcoin; the Company's expectations
regarding demand for and market acceptance of its products, especially its bitcoin mining machines; the Company's expectations regarding
maintaining and strengthening its relationships with production partners and customers; the Company's investment plans and strategies,
fluctuations in the Company's quarterly operating results; competition in its industry in China; and relevant government policies and
regulations relating to the Company and cryptocurrency. Further information regarding these and other risks is included in the Company's
filings with the SEC. All information provided in this Form 6-K and in the attachments is as of the date of this Form 6-K, and Canaan
Inc. does not undertake any obligation to update any forward−looking statement, except as required under applicable law.
Exhibit Index
| † | Portions of this exhibit have been omitted pursuant to Item
601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because they both are not material and would likely
cause competitive harm to the Registrant if publicly disclosed. |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
Canaan Inc. |
| |
|
| |
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By: |
/s/ Nangeng Zhang |
| |
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Name: Nangeng Zhang
Title: Chairman and Chief Executive Officer |
Date: November 13, 2023
Exhibit 5.1
| Our ref |
VSL/742877-000004/27980429v3 |
Canaan Inc.
28 Ayer Rajah Crescent
#06-08
Singapore 139959
13 November 2023
Dear Sirs
Canaan Inc.
We have acted as Cayman Islands legal advisers
to Canaan Inc. (the "Company") in connection with the Company’s registration statement on Form F-3, including
all amendments or supplements thereto (the "Registration Statement"), initially filed with the Securities and Exchange
Commission (the “Commission”) on 23 April 2021 under the U.S. Securities Act of 1933, as amended, the base prospectus,
dated May 1, 2023, included therein and the prospectus supplement dated 13 November 2023 (the “Prospectus Supplement”)
relating to the sale of American depositary shares (the "ADSs") representing the Company's class A ordinary shares of
par value US$0.00000005 each (the "Shares") by the Company in accordance with the At the Market Issuance Sales Agreement
dated 10 November 2023 (the “ATM Offering Agreement").
We are furnishing this opinion and consent as
Exhibits 5.1 and 23.2 to the Registration Statement.
1 Documents
Reviewed
For the purposes of this opinion, we have reviewed
only originals, copies or final drafts of the following documents:
1.1 The
certificate of incorporation of the Company dated 6 February 2018 and the certificate of incorporation on change of name of the Company
dated 24 April 2018 issued by the Registrar of Companies in the Cayman Islands.
1.2 The
amended and restated memorandum and articles of association of the Company as adopted by a special resolution passed on 4 October 2019
and effective immediately prior to the completion of the Company’s initial public offering of the ADSs representing the Shares (the
"Memorandum and Articles").
1.3 The
written resolutions of the board of directors of the Company dated 31 October 2023 (the "Board Resolutions").
1.4 A
certificate from a director of the Company, a copy of which is attached hereto (the "Director's Certificate").
1.5 A
certificate of good standing dated 7 November 2023, issued by the Registrar of Companies in the Cayman Islands (the "Certificate
of Good Standing").
1.6 The
Registration Statement.
1.7 The
Prospectus Supplement.
1.8 The
ATM Offering Agreement.
2 Assumptions
The following opinions are given only as to, and
based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to
the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied (without
further verification) upon the completeness and accuracy, as of the date of this opinion letter, of the Director's Certificate and the
Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
2.1 Copies
of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.
2.2 All
signatures, initials and seals are genuine.
2.3 There
is nothing contained in the minute book or corporate records of the Company (which we have not inspected) which would or might affect
the opinions set out below.
2.4 There
is nothing under any law (other than the law of the Cayman Islands), which would or might affect the opinions set out below.
3 Opinion
Based upon the foregoing and subject to the qualifications set out
below and having regard to such legal considerations as we deem relevant, we are of the opinion that:
3.1 The
Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the
Registrar of Companies under the laws of the Cayman Islands.
3.2 The
authorised share capital of the Company is US$50,000 divided into 1,000,000,000,000 shares of par value US$0.00000005 comprising of (i) 999,643,375,556
Class A Ordinary Shares of a par value of US$0.00000005 each, and (ii) 356,624,444 Class B Ordinary Shares of a par value
of US$0.00000005 each.
3.3 The
issue and allotment of the Shares have been duly authorised and when allotted, issued and paid for as contemplated in the Registration
Statement, the Prospectus Supplement and the ATM Offering Agreement, the Shares will be legally issued and allotted, fully paid and non-assessable.
As a matter of Cayman law, a share is only issued when it has been entered in the register of members (shareholders).
3.4 The
statements under the caption "Taxation" in the Prospectus Supplement forming part of the Registration Statement, to the extent
that they constitute statements of Cayman Islands law, are accurate in all material respects and that such statements constitute our opinion.
4 Qualifications
4.1 In
this opinion the phrase "non-assessable" means, with respect to shares in the Company, that a shareholder shall not, solely
by virtue of its status as a shareholder and in absence of a contractual arrangement, or an obligation pursuant to the memorandum and
articles of association, to the contrary, be liable for additional assessments or calls on the shares by the Company or its creditors
(except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose
or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
Except as specifically stated herein, we make
no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents
or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions, which are the subject of this
opinion.
We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement and to the reference to our name under the headings "Enforceability of Civil Liabilities"
and "Legal Matters" and elsewhere in the Registration Statement. In giving such consent, we do not thereby admit that we come
within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and
Regulations of the Commission thereunder.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
Director's Certificate
Director's Certificate
November 12, 2023
| To: | Maples and Calder (Hong Kong)
LLP |
26th Floor, Central Plaza
18 Harbour Road
Wanchai, Hong Kong
Dear Sirs
Canaan Inc. (the "Company")
I, the undersigned, being a director of the Company,
am aware that you are being asked to provide a legal opinion (the "Opinion") in relation to certain aspects of Cayman
Islands law. Capitalised terms used in this certificate have the meaning given to them in the Opinion. I hereby certify that:
| 1 | The amended and restated memorandum and articles of association adopted by a special resolution on 4 October 2019
and effective immediately prior to the completion of the Company's initial public offering of American depositary shares (the "Memorandum
and Articles") remain in full and effect and are unamended. |
| 2 | The Board Resolutions were duly passed in the manner prescribed in the Memorandum and Articles (including,
without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied
or revoked in any respect. |
| 3 | The authorised share capital of the Company is US$50,000 divided into 1,000,000,000,000 shares of a par
value of US$0.00000005 each comprising of (i) 999,643,375,556 Class A Ordinary Shares of a par value of US$0.00000005 each,
and (ii) 356,624,444 Class B Ordinary Shares of a par value of US$0.00000005 each. |
| 4 | The shareholders of the Company have not restricted or limited the powers of the directors in any way
and there is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it
from issuing and allotting the Shares or otherwise performing its obligations under the Registration Statement. |
| 5 | The directors of the Company at the date of the Meeting and at the date hereof were and are: |
Nangeng Zhang
Wenjun Zhang
Hongchao Du
Zhitang Shu
Yaping Zhang
| 6 | Each director of the Company considers the transactions contemplated by the Registration Statement to
be of commercial benefit to the Company and has acted bona fide in the best interests of the Company, and for a proper purpose of the
Company in relation to the transactions the subject of the Opinion. |
| 7 | To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal,
arbitral, administrative or other proceedings in any jurisdiction that would have a material adverse effect on the business, properties,
financial condition, results of operations or prospects of the Company. Neither the directors nor Shareholders have taken any steps to
have the Company struck off or placed in liquidation. Further, no steps have been taken to wind up the Company or to appoint restructuring
officers or interim restructuring officers, and no receiver bas appointed in relation to any of the Company's property or assets. |
| 8 | The Company is not subject to the requirements of Part XVIIA of the Companies Act (As Revised). |
I confirm that you may continue to rely on this
Certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you personally to
the contrary.
[signature page to follow]
| Signature: |
/s/
Nangeng Zhang |
|
| Name: |
Nangeng
Zhang |
|
| Title: |
Chairman
and Chief Executive Officer |
|
Exhibit 10.1
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN
OMITTED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BECAUSE THEY BOTH ARE NOT
MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE
PLACE WITH THREE ASTERISKS [***].
CANAAN INC.
American Depositary Shares
each representing fifteen Class A Ordinary
Shares, par value $0.00000005 Per Share
At Market Issuance Sales Agreement
November 10, 2023
B. Riley Securities, Inc.
299 Park Avenue, 21st Floor
New York, NY 10171
Ladies and Gentlemen:
Canaan Inc., an exempted company
incorporated under the laws of the Cayman Islands (the “Company”), confirms its agreement (this “Agreement”)
with B. Riley Securities, Inc. (the “Agent”) as follows:
1. Issuance
and Sale of ADSs. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the
conditions set forth herein, it may sell through or to the Agent, as sales agent or principal, American Depositary Shares (
“ADSs”), each representing fifteen Class A ordinary shares, par value $0.00000005 per share in the capital
of the Company (“Ordinary Shares,” and such ADSs to be offered hereby, the “Placement ADSs”); provided
however, that in no event shall the Company sell through the Agent a number of Placement ADSs that (a) result in the sale
of Ordinary Shares in excess of the dollar amount of Ordinary Shares registered and available to be sold on the effective
Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the dollar amount of
Ordinary Shares represented by ADSs registered on the Prospectus Supplement (as defined below) (the lesser of (a) or
(b) the “Maximum Amount”) and provided further, however, that in no event shall the aggregate number
of Placement ADSs sold pursuant to this Agreement exceed the number of authorized but unissued Ordinary Shares. Notwithstanding
anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1
on the number of Placement ADSs issued and sold under this Agreement shall be the sole responsibility of the Company and that the
Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement ADSs through the Agent will be
effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as
requiring the Company to use the Registration Statement to sell any Ordinary Shares or ADSs. The Placement ADSs will be issued
pursuant to the Deposit Agreement dated as of November 20, 2019, among the Company, The Bank of New York Mellon, as depositary
(the “Depositary”), and all owners and holders of the ADSs issued thereunder (the “Deposit
Agreement”).
The Company has filed, in
accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder (the “Securities
Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3
(File No. 333-255470), including a base prospectus, relating certain securities including the Placement ADSs to be issued from time
to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions
of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”).
The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating
to the Placement ADSs (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies
of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the
Placement ADSs. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including
all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as
defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part
of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3
filed pursuant to Rule 415 under the Securities Act by the Company to cover any Placement ADSs, is herein called the “Registration
Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent
such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of
the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which
such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under
the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus
or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any
reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration
Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission
incorporated by reference therein (the “Incorporated Documents”).
For purposes of this Agreement,
all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the
most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable,
the Interactive Data Electronic Application system when used by the Commission (collectively, “EDGAR”).
2. Placements.
Each time that the Company wishes to sell Placement ADSs hereunder (each, a “Placement”), it will notify the Agent
by electronic mail (or other method mutually agreed to in writing by the parties) of the number of Placement ADSs, the time period during
which sales are requested to be made, any limitation on the number of Placement ADSs that may be sold in any one day and any minimum price
below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1.
The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each
of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent set
forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately
upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole
discretion, (ii) the entire amount of the Placement ADSs thereunder has been sold, (iii) the Company suspends or terminates
the Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this
Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation
to be paid by the Company to the Agent in connection with the sale of the Placement ADSs shall be calculated in accordance with the terms
set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation
whatsoever with respect to a Placement or any Placement ADSs unless and until the Company delivers a Placement Notice to the Agent and
the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein
and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement
Notice, the terms of the Placement Notice will control.
3. Sale
of Placement ADSs by the Agent. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice,
the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and
federal laws, rules and regulations and the rules of The Nasdaq Global Market (the “Exchange”), to sell the
Placement ADSs up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide
written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading
Day on which it has made sales of Placement ADSs hereunder setting forth the number of Placement ADSs sold on such day, the compensation
payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below)
payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross
proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell Placement ADSs by any method
permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act. “Trading
Day” means any day on which Ordinary Shares are purchased and sold on the Exchange.
4. Suspension
of Sales. The Company or the Agent may, upon notice to the other party in writing (including by email correspondence to each of the
individuals of the other party set forth on Schedule 3, if receipt of such correspondence is actually acknowledged by any of the
individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission
or email correspondence to each of the individuals of the other party set forth on Schedule 3), suspend any sale of Placement ADSs
(a “Suspension”); provided, however, that such suspension shall not affect or impair any party’s obligations
with respect to any Placement ADSs sold hereunder prior to the receipt of such notice. While a Suspension is in effect, any obligation
under Sections 7(l), 7(m), and 7(n) with respect to the delivery of certificates, opinions, or comfort letters
to the Agent, shall be waived. Each of the parties agrees that no such notice under this Section 4 shall be effective against
any other party unless it is made to one of the individuals named on Schedule 3 hereto, as such Schedule may be amended from time
to time.
5. Sale
and Delivery to the Agent; Settlement.
a. Sale
of Placement ADSs. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein
set forth, upon the Agent’s acceptance of the terms of a Placement Notice, and unless the sale of the Placement ADSs described therein
has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified
in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable
state and federal laws, rules and regulations and the rules of the Exchange to sell such Placement ADSs up to the amount specified
in, and otherwise in accordance with the terms of, such Placement Notice. The Company acknowledges and agrees that (i) there can
be no assurance that the Agent will be successful in selling Placement ADSs, (ii) the Agent will incur no liability or obligation
to the Company or any other person or entity if it does not sell Placement ADSs for any reason other than a failure by the Agent to use
its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and
regulations and the rules of the Exchange to sell such Placement ADSs as required under this Agreement and (iii) the Agent shall
be under no obligation to purchase Placement ADSs on a principal basis pursuant to this Agreement, except as otherwise agreed by the Agent
and the Company.
a. Settlement
of Placement ADSs. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement ADSs will occur
on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date
on which such sales are made (each, a “Settlement Date”). The Agent shall notify the Company of each sale of Placement
ADSs no later than 8:00 p.m (Eastern Time)., the Trading Day that the Agent sold Placement ADSs. The amount of proceeds to be delivered
to the Company on a Settlement Date against receipt of the Placement ADSs sold (the “Net Proceeds”) will be equal to
the aggregate sales price received by the Agent, after deduction for (i) the Agent’s commission, discount or other compensation
for such sales payable by the Company pursuant to Section 2 hereof, and (ii) any transaction fees imposed by any governmental
or self-regulatory organization in respect of such sales.
b. Delivery
of Placement ADSs. The Agent shall establish at its clearing broker a settlement account for and in the name of the Company, which
account shall be entirely controlled and directed by the Company (the “Company Account”). On each Trading Day (“T”)
that the Agent makes sales of Placement ADSs, the Agent shall advise the Company of the number of Placement ADSs sold, the prices at which
such Placement ADSs were sold, and the net proceeds of such sales that the Company shall receive. On the immediately following Trading
Day (“T+1”), the Agent shall advise the Company that the proceeds of sales of Placement ADSs on “T” have
been received in the Company Account. Once the clearing broker has confirmed the receipt of the sales proceeds, the Company shall (i) issue
the Ordinary Shares underlying the ADSs, (ii) instruct its transfer agent to deposit those Ordinary Shares with the Depositary’s
custodian and instruct the Depositary to deliver ADSs in respect of that deposit to the Company Account through the Depository Trust Company
or by such other means of delivery as may be mutually agreed upon by the parties hereto, which ADSs in all cases shall be freely tradable,
transferable, registered ADSs in good deliverable form and (iii) pay the issuance fee in respect of those ADSs to the Depositary.
On each Settlement Date, the clearing broker shall settle the sale of such ADSs on a “delivery-versus-payment” (“DVP”)
basis in accordance with customary practice and rules of the securities industry. The Agent shall, or shall instruct its clearing
broker to, deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement
Date. The Company agrees that if the Company, or the Depositary, if applicable, does not deliver ADSs on a Settlement Date through no
fault of the Agent and provided that the Agent has not declined the applicable Placement Notice, the Company agrees that in addition to
and in no way limiting the rights and obligations set forth in Section 11(a) hereto, it will hold the Agent harmless
against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection
with such failure to deliver and pay to the Agent (without duplication) any commission, discount or other compensation to which it would
otherwise have been entitled absent such failure to deliver.
c. Limitations
on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Placement ADSs that would (A) result
in exceeding the Maximum Amount with respect to ADSs or Ordinary Shares, or (B) exceed the amount authorized from time to time to
be issued and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized
executive committee, and notified to the Agent in writing. Under no circumstances shall the Company cause or request the offer or sale
of any Placement ADSs pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s
board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing.
6. Representations
and Warranties of the Company. Except as disclosed in the Registration Statement or Prospectus (including the Incorporated Documents),
the Company represents and warrants to, and agrees with the Agent that as of the date of this Agreement and as of each Applicable Time
(as defined below), unless such representation, warranty or agreement specifies a different date or time:
a. Registration
Statement and Prospectus. The transactions contemplated by this Agreement meet the requirements for and comply with the conditions
for the use of Form F-3 under the Securities Act. The Registration Statement has been filed with the Commission and has been declared
effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of
Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use
of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and
sale of Placement ADSs as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material
respects with said Rule. Any 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 have been so described or filed, as applicable. Copies
of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein
that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through EDGAR, to
the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of
the distribution of the Placement ADSs, will not distribute any offering material in connection with the offering or sale of the Placement
ADSs other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent
has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance
requirements of the Exchange. The ADSs are currently quoted on the Exchange under the trading symbol “CAN.” The Company has
not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance
with the listing or maintenance requirements of the Exchange.
b. Subsidiaries.
All of the direct and indirect significant subsidiaries (individually, a “Subsidiary”) of the Company are set forth
on Exhibit 21.1 to the Company’s most recent Annual Report on Form 20-F filed with the Commission. Except as set forth
in the SEC Reports, the Company owns, directly or indirectly, all of the share capital or other equity interests of each Subsidiary free
and clear of any “Liens” (which for purposes of this Agreement shall mean a lien, charge, security interest, encumbrance,
right of first refusal, preemptive right or other restriction), and all of the issued and outstanding shares of capital of each Subsidiary
are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.
c. Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing
and, if applicable under the laws of the applicable jurisdiction, in good standing under the laws of the jurisdiction of its incorporation
or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently
conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate of
incorporation or memorandum and articles of association, bylaws or other organizational or charter documents. Each of the Company and
the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction
in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to
be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse
effect on the legality, validity or enforceability of this Agreement, (ii) a material adverse effect on the results of operations,
assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, from that set
forth in the Registration Statement, the Prospectus, any Prospectus Supplement, or the Incorporated Documents, or (iii) a material
adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under this Agreement
(any of (i), (ii) or (iii), a “Material Adverse Effect”) and no “Proceeding” (which for purposes
of this Agreement shall mean any action, claim, suit, investigation or proceeding (including, without limitation, an investigation or
partial proceeding, such as a deposition), whether commenced or threatened) has been instituted in any such jurisdiction revoking, limiting
or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.
d. Authorization
and Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and otherwise to carry out its obligations hereunder. This Agreement has been duly executed and delivered by the Company
and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as
limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar
as indemnification and contribution provisions may be limited by applicable law.
e. No
Conflicts. The execution, delivery and performance by the Company of this Agreement, the issuance of the Ordinary Shares and sale
of the ADSs representing such Ordinary Shares and the consummation by it of the transactions contemplated hereby do not and will not (i) conflict
with or violate any provision of the Company’s or any Subsidiary’s memorandum and articles of association, bylaws or other
organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time
or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary,
or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or without
notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or
otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or
any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law,
rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company
or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company
or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably
be expected to result in a Material Adverse Effect.
f. Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,
or make any filing or registration with, any court or other federal, state, local or other governmental authority or other “Person”
(defined as an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind, including the Exchange) in
connection with the execution, delivery and performance by the Company of this Agreement, other than (i) the filings required by
this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) the filing of a Report on Form 6-K
with respect to this Agreement, (iv) the application(s) to and approval by the Exchange for the listing of the ADSs for trading
thereon in the time and manner required thereby, and (v) such filings as are required to be made under applicable state securities
laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or the
laws of the Cayman Islands (collectively, the “Required Approvals”).
g. Issuance
of Ordinary Shares. The Ordinary Shares represented by the ADSs have been duly authorized and, when issued and paid for in accordance
with this Agreement, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens imposed by the Company.
The offer and sale by the Company of the Ordinary Shares and the offer and sale of the ADSs has been registered under the Securities Act
and all of the ADSs are freely transferable and tradable by the purchasers thereof without restriction (other than any restrictions arising
solely from an act or omission of such a purchaser). The Ordinary Shares are being offered and sold pursuant to the Registration Statement,
and the Company and the Depositary have prepared and filed with the Commission a registration statement relating to the ADSs on Form F-6
(File No. 333-234510) for the registration under the Securities Act which became effective on November 20, 2019. Upon receipt
of the ADSs, the purchasers of such ADSs will have good and marketable title to such ADSs and the ADSs will be freely tradable on the
Exchange.
h. Capitalization.
The number of Ordinary Shares the Company is authorized to issue as of the date hereof is as set forth in the SEC Reports. The Company
has not issued any Ordinary Shares since its most recently filed Form 6-K under the Exchange Act, other than pursuant to the exercise
of share options or the vesting of restricted ADS units under the Company’s equity plans, the issuance of Ordinary Shares to employees,
directors or other service providers pursuant to the Company’s equity plans and pursuant to the conversion and/or exercise of Ordinary
Share Equivalents outstanding as of the date of the most recently filed Form 6-K under the Exchange Act. No Person has any right
of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this
Agreement. Except as set forth in the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable
for, or giving any Person any right to subscribe for or acquire, Ordinary Shares, or the share capital of any Subsidiary, or contracts,
commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary
Shares or Ordinary Share Equivalents or share capital of any Subsidiary. The issuance and sale of the Ordinary Shares pursuant to this
Agreement will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person. Except as set forth
in the SEC Reports, there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts
the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any
Subsidiary. Except as set forth in the SEC Reports, there are no outstanding securities or instruments of the Company or any Subsidiary
that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the
Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any
share appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding
Ordinary Shares of the Company are duly authorized, are validly issued, fully paid and non-assessable, have been issued in compliance
with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar
rights to subscribe for or purchase securities. No further approval or authorization of any shareholder, the Board of Directors or others
is required for the sale of the ADSs pursuant to this Agreement. Except as set forth in the SEC Reports, there are no shareholders agreements,
voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or,
to the knowledge of the Company, between or among any of the Company’s shareholders.
i. Registration
Statement. The Company meets the requirements for use of Form F-3 under the Securities Act, and has prepared and filed with the
Commission the Registration Statement, including the Prospectus, for registration under the Securities Act of the offering and sale of
the Ordinary Shares. Such Registration Statement is effective and available for the offer and sale of the Ordinary Shares as of the date
hereof. As filed, the Prospectus contains all information required by the Securities Act and the rules thereunder, and, except to
the extent the Agent shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Agent
prior to the Execution Time or prior to any such time this representation is repeated or deemed to be made. The Registration Statement,
at the Execution Time, each such time this representation is repeated or deemed to be made, and at all times during which a prospectus
is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172, 173 or any similar rule)
in connection with any offer or sale of the ADSs, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date
of the Registration Statement was not earlier than the date three years before the Execution Time.
j. Accuracy
of Incorporated Documents. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects
to the requirements of the Exchange Act and the rules thereunder, and none of the Incorporated Documents, when they were filed with
the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated
by reference in the Registration Statement, the Prospectus, the Prospectus Supplement, when such documents are filed with the Commission,
will conform in all material respects to the requirements of the Exchange Act and the rules thereunder, as applicable, and 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.
k. Ineligible
Issuer. (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant
made a bona fide offer (within the meaning of Rule 164(h)(2)) of the ADSs and (ii) as of the Execution Time and on each such
time this representation is repeated or deemed to be made (with such date being used as the determination date for purposes of this clause
(ii)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405), without taking account of any determination
by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an Ineligible Issuer.
l. Free
Writing Prospectus. The Company is eligible to use Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its
issue date and as of each Applicable Time (as defined in Section 25 below) does not include any information the substance
of which conflicts with the information contained in the Registration Statement, including any Incorporated Documents and any prospectus
supplement deemed to be a part thereof that has not been superseded or modified; and each Issuer Free Writing Prospectus does not contain
any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. The foregoing sentence does not apply to statements in or omissions from
any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by the Agent specifically
for use therein. Any Issuer Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) has been, or
will be, filed with the Commission in accordance with the requirements of the Securities Act and the rules thereunder. Each Issuer
Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) or that was prepared by
or behalf of or used by the Company complies or will comply in all material respects with the requirements of the Securities Act and the
rules thereunder. The Company will not, without the prior consent of the Agent, prepare, use or refer to, any Issuer Free Writing
Prospectuses relating to the offering of ADSs hereunder.
m. Proceedings
Related to Registration Statement. The Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or
8(e) of the Securities Act, and the Company is not the subject of a pending proceeding under Section 8A of the Securities Act
in connection with the offering of the ADSs. The Company has not received any notice that the Commission has issued or intends to issue
a stop-order with respect to the Registration Statement or that the Commission otherwise has suspended or withdrawn the effectiveness
of the Registration Statement, either temporarily or permanently, or, to the knowledge of the Company, intends or has threatened in writing
to do so.
n. SEC
Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under
the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding
the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials,
including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement,
being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of
such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the
SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none
of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements
and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements
have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the
periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and
except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects
the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations
and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
The other financial and statistical data with respect to the Company and the Subsidiaries contained or incorporated by reference in the
Registration Statement 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 at the time they are made; there are no financial statements (historical or pro forma) that are required
to be included or incorporated by reference in the Registration Statement, or the Prospectus that are not included or incorporated by
reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including
any off balance sheet obligations), not described in the Registration Statement, and the Prospectus which are required to be described
in the Registration Statement or Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement
and the Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations
of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities
Act, to the extent applicable.
o. Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements or other financial
disclosures included within the SEC Reports, (i) there has been no event, occurrence or development that has had or that could reasonably
be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other
than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities
not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made
with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any
dividend or distribution of cash or other property to its shareholders or, except as set forth in the SEC Reports, purchased, redeemed
or made any agreements to purchase or redeem any shares of its capital stock, and (v) the Company has not issued any equity securities
to any officer, director or “Affiliate” (defined as any Person that, directly or indirectly through one or more intermediaries,
controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under
the Securities Act), except pursuant to existing Company equity plans. The Company does not have pending before the Commission any request
for confidential treatment of information. Except for the issuance of the ADSs contemplated by this Agreement or as set forth in the SEC
Reports, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur
or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or
financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation
is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.
p. Litigation.
Except as set forth in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or,
to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before
or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)
(collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability
of this Agreement or the ADSs or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a
Material Adverse Effect. Except as set forth in the SEC Reports, neither the Company nor any Subsidiary, nor, to the knowledge of the
Company, any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under
federal or state securities laws or a claim of breach of fiduciary duty, which could reasonably be expected to result in a Material Adverse
Effect. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission
involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other
order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the
Securities Act.
q. Labor
Relations. No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees
of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’
employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the
Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that
their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary,
is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary
information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third
party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability
with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all applicable U.S. federal, state,
local and applicable foreign laws and regulations relating to employment and employment practices, terms and conditions of employment
and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.
r. Compliance.
Neither the Company nor any Subsidiary: (i) is in violation of its charter or by-laws or similar organizational documents; (ii) is
in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would
result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received written notice of a claim
that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument
to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (iii) is
in violation of any judgment, decree or order of any court, arbitrator or other governmental authority relating to the Company or any
Subsidiary or (iv) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including
without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety,
product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result
in a Material Adverse Effect. To the Company’s knowledge, no other party under any material contract or other agreement to which
it or any Subsidiary is a party is in default in any respect thereunder where such default would have a Material Adverse Effect.
s. Environmental
Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollution
or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata),
including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or
hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to
the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as
all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits,
plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have received
all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and
(iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and
(iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
t. Regulatory
Permits. The Company and the Subsidiaries possess all licenses, certificates, authorizations, orders, approvals and permits issued
by, and have made all declarations and filings with, the appropriate federal, state, local or foreign regulatory authorities necessary
to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits could not reasonably
be expected to result in a Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary
has received any notice of proceedings relating to the revocation or modification of any Material Permit or has any reason to believe
that such Permit will not be renewed in the ordinary course, except where the failure to obtain any such renewal would not, individually
or in the aggregate, have a Material Adverse Effect.
u. Title
to Assets. The Company and the Subsidiaries do not own any real property and have good and marketable title, or have valid and marketable
rights to lease or otherwise use, all real property and all personal property owned by them that is material to the business of the Company
and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such
property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries
and (ii) Liens for the payment of federal, state, foreign or other taxes, for which appropriate reserves have been made therefor
in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held
under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company
and the Subsidiaries are in compliance, except where such non-compliance would not reasonably be expected to have a Material Adverse Effect.
v. Intellectual
Property. The Company and the Subsidiaries have or have rights to use, all patents, patent applications, trademarks (both registered
and unregistered), trademark applications, service marks, Internet domain name registrations, trade names, trade secrets, inventions,
copyrights, copyright registrations, licenses, know-how and other intellectual property rights (including trade secrets and other unpatented
and/or unpatentable proprietary or confidential information, systems or procedures)and similar rights necessary or required for use in
connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse
Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has
received a written notice that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire
or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received,
since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has
any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably
be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable
and there is no existing infringement by another Person of any of the Intellectual Property Rights, except as would not, individually
or in aggregate, reasonably be expected to have a Material Adverse Effect. There are no pending, or to the Company’s knowledge,
threatened judicial proceedings or interference proceedings challenging the Company’s or any Subsidiary’s rights in or to
or the validity of the scope of any of the Company’s or its Subsidiaries’ patents, patent applications or proprietary information.
To the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or any of its Subsidiary’s
patents, patent applications or any patent to be issued therefrom by virtue of any contract, license or other agreement entered into between
such entity or individual and the Company or any Subsidiary or by any non-contractual obligation, other than by written licenses granted
by the Company or any Subsidiary. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality
and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.
w. Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such
amounts as are prudent and customary for companies of similar size as the Company in the businesses in which the Company and the Subsidiaries
are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary 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 from similar insurers as may be necessary to continue its business without a significant increase in cost that would not result
in a Material Adverse Effect.
x. Affiliate
Transactions. Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the
knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company
or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing
of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge
of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director,
trustee, shareholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees
for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits,
including share option agreements under any share option plan of the Company.
y. Sarbanes
Oxley Compliance. The Company and the Subsidiaries and, to the knowledge of the Company, all of the Company’s directors or officers,
in their capacities as such are in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act”) that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission
thereunder that are effective as of the date hereof. The Company and the Subsidiaries maintain a system of internal accounting controls
sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific
authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP
and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific
authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate
action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure
controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and
forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company
and the Subsidiaries as of the end of the period covered by the most recently filed Form 20-F under the Exchange Act (such date,
the “Evaluation Date”). The Company presented in its most recently filed Form 20-F under the Exchange Act the
conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as
of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such
term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially
affect, the internal control over financial reporting of the Company and its Subsidiaries. Each of the principal executive officer and
the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial
officer of the Company as applicable) has made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act with respect
to all reports, schedules, forms, statements and other documents required to be filed by it or furnished by it to the Commission during
the past 12 months. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer”
shall have the meanings given to such terms in the Exchange Act Rules 13a-15 and 15d-15.
z. Certain
Fees. Other than payments to be made to the Agent, no brokerage or finder’s fees or commissions are or will be payable by the
Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person
with respect to the transactions contemplated by this Agreement. The Agent shall have no obligation with respect to any fees or with respect
to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection
with the transactions contemplated by this Agreement.
aa. No
Other Sales Agency Agreement. As of the date hereof, the Company has not entered into any other sales agency agreements or other similar
arrangements with any agent or any other representative in respect of “at the market” or continuous equity offerings of the
ADSs.
bb. Investment
Company. The Company is not, and immediately after receipt of payment for the ADSs from the Agent pursuant to this Agreement, will
not be an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
cc. Listing
and Maintenance Requirements. The ADSs are registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the
Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the
ADSs under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration.
The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not
in compliance with the listing or maintenance requirements of the Exchange. The Company is, and has no reason to believe that it will
not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The ADSs are currently
eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is current
in payment of the fees to Depository and the Depository Trust Company (or such other established clearing corporation) in connection with
such electronic transfer.
dd. Solvency.
Based on the consolidated financial condition of the Company as of the Effective Date, (i) the fair saleable value of the Company’s
assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities
(including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital
to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular
capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability
thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate
all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect
of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such
debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has
no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy
or reorganization laws of any jurisdiction within one year from the date hereof.
ee. Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material
Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all necessary United States federal, state and local
income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject,
and (ii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to
the periods to which such returns, reports or declarations apply. The Company has no knowledge of any United States federal, state or
other governmental tax deficiency, penalty or assessment which has been or might be asserted or threatened against it which would have
a Material Adverse Effect.
ff. Foreign
Corrupt Practices. (i) Neither the Company nor, to the Company’s knowledge, the Subsidiaries, nor to the Company’s
knowledge, any of their respective executive officers has, in the past five years, made any unlawful contributions to any candidate for
any political office (or failed fully to disclose any contribution in violation of law) or made any contribution or other payment to any
official of, or candidate for, any federal, state, municipal, or foreign office or other person charged with similar public or quasi-public
duty in violation of any law or of the character required to be disclosed in the Prospectus; (ii) no relationship, direct or indirect,
exists between or among the Company or, to the Company’s knowledge, the Subsidiaries or any affiliate of any of them, on the one
hand, and the directors, officers and shareholders of the Company or, to the Company’s knowledge, the Subsidiaries, on the other
hand, that is required by the Securities Act to be described in the Registration Statement and the Prospectus that is not so described;
(iii) no relationship, direct or indirect, exists between or among the Company or the Subsidiaries, on the one hand, and the directors,
officers or shareholders of the Company or, to the Company’s knowledge, the Subsidiaries, on the other hand, that is required by
the rules of FINRA to be described in the Registration Statement and the Prospectus that is not so described; (iv) there are
no material outstanding loans or advances or material guarantees of indebtedness by the Company or, to the Company’s knowledge,
the Subsidiaries to or for the benefit of any of their respective officers or directors or any of the members of the families of any of
them; and (v) the Company has not offered, or caused any placement agent to offer, Ordinary Shares to any person with the intent
to influence unlawfully (A) a customer or supplier of the Company or the Subsidiaries to alter the customer’s or supplier’s
level or type of business with the Company or the Subsidiaries or (B) a trade journalist or publication to write or publish favorable
information about the Company or the Subsidiaries or any of their respective products or services, and, (vi) neither the Company
nor the Subsidiaries nor, to the Company’s knowledge, any employee or agent of the Company or the Subsidiaries has made any payment
of funds of the Company or the Subsidiaries or received or retained any funds in violation of any law, rule or regulation (including,
without limitation, the Foreign Corrupt Practices Act of 1977), which payment, receipt or retention of funds is of a character required
to be disclosed in the Registration Statement or the Prospectus.
gg. Accountants.
KPMG Huazhen LLP (the “Company Auditor”) is an independent public accounting firm as required by the Exchange Act.
Except as set forth in the SEC Reports, the Company Auditor has not, during the periods covered by the financial statements included in
the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.
To the Company’s knowledge, the Company Auditor is not in violation of the auditor independence requirements of the Sarbanes-Oxley
Act with respect to the Company
hh. Regulation
M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any
action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the
sale or resale of any of the ADSs or Ordinary Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases
of, any of the ADSs or Ordinary 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 Agent in connection
with the sales of the ADSs hereunder.
ii. Equity
Plans. Each share option granted by the Company under the Company’s equity plan was granted (i) in accordance with the
terms of the Company’s equity plan and (ii) with an exercise price at least equal to the fair market value of the Ordinary
Shares on the date such share option would be considered granted under GAAP and applicable law. No share option granted under the Company’s
equity plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly
grant, share options prior to, or otherwise knowingly coordinate the grant of share options with, the release or other public announcement
of material information regarding the Company or its Subsidiaries or their financial results or prospects.
jj. Office
of Foreign Assets Control.
| a. | Neither the Company nor any Subsidiary (collectively, the “Entity”) nor any director
or officer of the Entity nor, to the Company’s knowledge, any employee, agent, affiliate or representative of the Entity, is a government,
individual, or entity (in this paragraph (uu), “Person”) that is, or is owned or controlled by a Person that is: |
| i. | the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office
of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union
(“EU”), His Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively,
“Sanctions”), nor |
| ii. | located, organized or resident in a country or territory that is the subject of Sanctions. |
| b. | The Entity will not, directly or indirectly, knowingly use the proceeds of the offering, or lend, contribute
or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: |
| i. | to fund or facilitate any activities or business of or with any Person or in any country or territory
that, at the time of such funding or facilitation, is the subject of Sanctions; or |
| ii. | 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). |
| c. | The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus,
for the past 5 years, it has not knowingly engaged in and is not now knowingly engaged in any dealing 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. |
kk. Transfer
Taxes. On each Settlement Date, all share transfer or other taxes (other than income taxes), which are required to be paid in connection
with the sale and transfer of the Placement ADSs or Ordinary Shares to be issued hereunder will be, or will have been, fully paid or provided
for by the Company and all laws imposing such taxes will be or will have been fully complied with. Provided that (i) the Agent is
not a resident in the Cayman Islands for tax purposes and (ii) the Agent is a resident of a jurisdiction for the purposes of a double
tax treaty between the Cayman Islands and the jurisdiction, is entitled to the benefits of the treaty and does not, and is not deemed
to, carry on business through a permanent establishment in the Cayman Islands, no stamp, registration, issuance, transfer taxes or other
similar taxes, duties, fees or charges (“Transfer Taxes”) are payable by or on behalf of the Agent in connection with
(A) the issuance of the Ordinary Shares and the delivery of the Placement ADSs in the manner contemplated by this Agreement,
(B) the deposit with the depositary of the Ordinary Shares against issuance of the Placement ADSs or (C) the sale and delivery
by the Agent of the Placement ADSs as contemplated herein. For the avoidance of doubt, income taxes, withholding taxes, capital gains
taxes and taxes on dividends shall not be considered “Transfer Taxes”.
ll. U.S.
Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning
of Section 897 of the Internal Revenue Code of 1986, as amended.
mm. Bank
Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956,
as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent
(5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank
or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or
Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to
regulation by the Federal Reserve.
nn. Money
Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable
financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable
money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),
and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or
any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.
oo. FINRA
Member Shareholders. There are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the
knowledge of the Company, any five percent (5%) or greater shareholder of the Company, except as set forth in the Registration Statement,
the Prospectus or any Prospectus Supplement.
pp. Authorization
of the Deposit Agreement. The Deposit Agreement has been duly authorized, executed and delivered by the Company and constitutes a
legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general principles of equity; upon due issuance by the Depositary of ADSs against
the deposit of the Ordinary Shares in respect thereof in accordance with the Deposit Agreement, such ADSs sold hereunder will be duly
and validly issued and the owners and holders thereof will be entitled to the rights specified therein and in the Deposit Agreement; and
the Deposit Agreement and the ADSs conform in all material respects to the descriptions thereof contained in the Prospectus.
qq. Description
of Securities. The ADSs, Ordinary Shares, all outstanding warrants and convertible securities and the Company’s articles of
association and other organizational documents conform in all material respects to the respective statements relating thereto contained
in the Registration Statement and the Prospectus.
rr. Agent
for Service of Process. The Company has validly appointed Cogency Global Inc. as its authorized agent for service of process pursuant
to this Agreement and in connection with the Registration Statement.
ss. Immunity
from Jurisdiction. Neither the Company nor the Subsidiary nor any of their properties or assets has any immunity from the jurisdiction
of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution
or otherwise) under the laws of the State of New York.
tt. Submission
to Jurisdiction. The Company has the power to submit, and pursuant to Section 15 of this Agreement, has legally, validly and
irrevocably submitted, to the personal jurisdiction of each U.S. federal court or state court located in the Borough of Manhattan, the
City and County of New York, New York, U.S.A.
uu. CFC
Status. The Company was not a “controlled foreign corporation” (“CFC”) as defined in the U.S. Internal
Revenue Code of 1986, as amended, for the taxable year ended December 31, 2022 and, based on the Company’s expectations with
respect to its shareholders, the Company does not expect to be classified as a CFC for the taxable year ending December 31, 2023.
vv. Conformity
with EDGAR Filing. The Prospectus delivered to the Agent for use in connection with the sale of the Placement ADSs pursuant to this
Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing via EDGAR, except
to the extent permitted by Regulation S-T.
ww. Enforceability
of Agreements. All agreements between the Company and third parties expressly referenced in the Prospectus, other than such agreements
that have expired by their terms or whose termination is disclosed in documents filed by the Company on EDGAR, are legal, valid and binding
obligations of the Company and, to the Company’s knowledge, enforceable in accordance with their respective terms, except to the
extent that (i) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally and by general equitable principles and (ii) the indemnification provisions of certain agreements may be limited
by federal or state securities laws or public policy considerations in respect thereof, and except for any unenforceability that, individually
or in the aggregate, would not have a Material Adverse Effect.
xx. No
Material Defaults. Neither the Company nor any Subsidiary has defaulted on any installment on indebtedness for borrowed money or on
any rental on one or more long-term leases, which defaults, individually or in the aggregate, would have a Material Adverse Effect. The
Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its last Annual
Report on Form 20-F, indicating that it (i) has failed to pay any dividend or sinking fund installment on preferred stock or
(ii) has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which
defaults, individually or in the aggregate, would have a Material Adverse Effect.
yy. Compliance
with Applicable Laws. The Company has not been advised, and has no reason to believe, that it and each of its subsidiaries are not
conducting business in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting
business, except where failure to be so in compliance would not result in a Material Adverse Effect.
zz. Off-Balance
Sheet Arrangements. There are no transactions, arrangements and other relationships between and/or among the Company, and/or, to the
knowledge of the Company, any of its affiliates and any unconsolidated entity, including, but not limited to, any structured finance,
special purpose or limited purpose entity (each, an “Off Balance Sheet Transaction”) that would affect materially the
Company’s liquidity or the availability of or requirements for its capital resources, including those Off Balance Sheet Transactions
described in the Commission’s Statement about Management’s Discussion and Analysis of Financial Conditions and Results of
Operations (Release Nos. 33-8056; 34-45321; FR-61), required to be described in the Registration Statement or the Prospectus which have
not been described as required.
aaa. Forward-Looking
Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act) (a “Forward-Looking Statement”) contained in the Registration Statement and the Prospectus has been
made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.
bbb. Margin
Rules. Neither the issuance, sale and delivery of the Placement ADSs nor the application of the proceeds thereof by the Company as
described in the Registration Statement and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal
Reserve System.
ccc. IT
Systems. (i)(x) There has been no security breach or attack or other compromise of or relating to any of the Company’s
and its Subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of their
respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology
(“IT Systems and Data”), and (y) the Company and its Subsidiaries have not been notified of, and have no knowledge
of any event or condition that would reasonably be expected to result in any security breach, attack or compromise to their IT Systems
and Data, (ii) the Company and each of its Subsidiaries have complied, and are presently in compliance with, all applicable laws,
statutes or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority and all industry
standards, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection
of such IT Systems and Data from unauthorized use, access, misappropriation or modification and (iii) the Company and each of its
subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practice, except
in each case as could not have or reasonably be expected to result in a Material Adverse Effect.
ddd. Broker/Dealer
Relationships. Neither the Company nor any Subsidiary or any related entities (i) is required to register as a “broker”
or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more
intermediaries, controls or is a “person associated with a member” or “associated person of a member” (within
the meaning set forth in the FINRA Manual).
eee. FINRA
Exemption. As of the date of this Agreement, the Company meets the definition of an “experienced issuer” as defined in
FINRA Rule 5110(j).
Any certificate signed by an
officer of the Company and delivered to the Agent or to counsel for the Agent pursuant to or in connection with this Agreement shall be
deemed to be a representation and warranty by the Company, as applicable, to the Agent as to the matters set forth therein.
7. Covenants
of the Company. The Company covenants and agrees with the Agent that:
a. Registration
Statement Amendments. After the date of this Agreement and during any period in which a prospectus relating to any Placement ADSs
is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied
pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”) (i) the Company will notify
the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference
or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement
to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or
Prospectus related to the Placement or for additional information related to the Placement, (ii) the Company will prepare and file
with the Commission, promptly upon the Agent’s request and subject to the Company’s written consent, any amendments or supplements
to the Registration Statement or Prospectus that, upon the advice of the Company’s legal counsel, may be necessary or advisable
in connection with the distribution of the Placement ADSs by the Agent (provided, however, that the failure of the Agent to make
such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the
representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have
with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement
is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus relating to the
Placement ADSs or a security convertible into the Placement ADSs (other than an Incorporated Document) unless a copy thereof has been
submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided,
however, that the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity
to object to such filing if the filing does not name the Agent or does not relate to the transaction herein provided; and provided, further,
that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales
under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any document that upon filing
is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via EDGAR;
and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant
to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein
by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination
to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s
reasonable opinion or reasonable objections, shall be made exclusively by the Company).
b. Notice
of Commission Stop Orders. The Company will advise the Agent, promptly after it receives notice or obtains knowledge thereof, of the
issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, of the
suspension of the qualification of the Placement ADSs for offering or sale in any jurisdiction, or of the initiation or threatening of
any proceeding for any such purpose; and it will use its commercially reasonable efforts to prevent the issuance of any stop order or
to obtain its withdrawal if such a stop order should be issued. The Company will advise the Agent promptly after it receives any request
by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or any Issuer Free
Writing Prospectus or for additional information related to the offering of the Placement ADSs or for additional information related to
the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus.
c. Delivery
of Prospectus; Subsequent Changes. During the Prospectus Delivery Period, the Company will comply with all requirements imposed upon
it by the Securities Act, as from time to time in force, and to file on or before their respective due dates all reports and any definitive
proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or
any other provision of or under the Exchange Act. If the Company has omitted any information from the Registration Statement pursuant
to Rule 430A under the Securities Act, it will use its commercially reasonable efforts to comply with the provisions of and make
all requisite filings with the Commission pursuant to said Rule 430A and to notify the Agent promptly of all such filings. If during
the Prospectus Delivery Period any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue
statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances
then existing, not misleading, or if during such Prospectus Delivery Period it is necessary to amend or supplement the Registration Statement
or Prospectus to comply with the Securities Act, the Company will promptly notify the Agent to suspend the offering of Placement ADSs
during such period and the Company will promptly amend or supplement the Registration Statement or Prospectus (at the expense of the Company)
so as to correct such statement or omission or effect such compliance; provided, however, that the Company may delay the filing
of any amendment or supplement, if in the judgment of the Company, it is in the best interest of the Company.
d. Listing
of Placement ADSs. During the Prospectus Delivery Period, the Company will use its commercially reasonable efforts to cause the Placement
ADSs to be listed on the Exchange and to qualify the Placement ADSs for sale under the securities laws of such jurisdictions in the United
States as the Agent reasonably designates and to continue such qualifications in effect so long as required for the distribution of the
Placement ADSs; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation
or dealer in securities, file a general consent to service of process, or subject itself to taxation in any jurisdiction if it is not
otherwise so subject.
e. Delivery
of Registration Statement and Prospectus. The Company will furnish to the Agent and its counsel (at the reasonable expense of the
Company) copies of the Registration Statement, the Prospectus (including all documents incorporated by reference therein) and all amendments
and supplements to the Registration Statement or Prospectus that are filed with the Commission during the Prospectus Delivery Period (including
all documents filed with the Commission during such period that are deemed to be incorporated by reference therein), in each case as soon
as reasonably practicable and in such quantities as the Agent may from time to time reasonably request and, at the Agent’s request,
will also furnish copies of the Prospectus to each exchange or market on which sales of the Placement ADSs may be made; provided, however,
that the Company shall not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is
available on EDGAR, such document does not name the Agent or does not relate to the transaction herein provided.
f. Earnings
Statement. The Company will make generally available to its security holders as soon as practicable, but in any event not later than
15 months after the end of the Company’s current fiscal quarter, an earnings statement covering a 12-month period that satisfies
the provisions of Section 11(a) and Rule 158 of the Securities Act.
g. Use
of Proceeds. The Company will use the Net Proceeds as described in the Prospectus in the section entitled “Use of Proceeds.”
h. Notice
of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell,
contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares or ADSs (other than the Placement ADSs offered
pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares or ADSs, warrants or any rights to purchase
or acquire, Ordinary Shares or ADSs during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder
and ending on the second (2nd) Trading Day immediately following the final Settlement Date with respect to Placement ADSs sold pursuant
to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement ADSs covered
by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market”
or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary
Shares or ADSs (other than the Placement ADSs offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary
Shares or ADSs, warrants or any rights to purchase or acquire, Ordinary Shares or ADSs prior to the termination of this Agreement; provided,
however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Ordinary Shares or
ADSs, options to purchase Ordinary Shares or ADSs or Ordinary Shares or ADSs issuable upon the exercise of options, pursuant to any stock
option, or benefits plan, stock ownership plan or dividend reinvestment plan (but not Ordinary Shares or ADSs subject to a waiver to exceed
plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; (ii) Ordinary Shares
or ADSs issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed
in filings by the Company available on EDGAR or otherwise in writing to the Agent, (iii) Ordinary Shares or ADSs, or securities convertible
into or exercisable for Ordinary Shares or ADSs, offered and sold in a privately negotiated transaction to vendors, customers, strategic
partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Ordinary
Shares or ADSs hereby and (iv) Ordinary Shares or ADSs in connection with any acquisition, strategic investment or other similar
transaction (including any joint venture, strategic alliance or partnership).
i. Change
of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after it shall
have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any
opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.
j. Due
Diligence Cooperation. During the term of this Agreement, the Company will cooperate with the reasonable due diligence review conducted
by the Agent or its representatives in connection with the transactions contemplated hereby, including, without limitation, providing
information and making available documents and senior corporate officers, during regular business hours and at the Company’s principal
offices, as the Agent may reasonably request.
k. Required
Filings Relating to Placement of Placement ADSs. The Company agrees that on such dates as the Securities Act shall require, the Company
will (i) file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b) under the Securities
Act (each and every date a filing under Rule 424(b) is made, a “Filing Date”), which prospectus supplement
will set forth, within the relevant period, the amount of Placement ADSs sold through the Agent, the Net Proceeds to the Company and the
compensation payable by the Company to the Agent with respect to such Placement ADSs, and (ii) deliver such number of copies of each
such prospectus supplement to each exchange or market on which such sales were effected as may be required by the rules or regulations
of such exchange or market.
l. Representation
Dates; Certificate. Each time during the term of this Agreement that the Company:
(i) amends
or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement ADSs) the Registration
Statement or the Prospectus relating to the Placement ADSs by means of a post-effective amendment, sticker, or supplement but not by means
of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement ADSs;
(ii) files
an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended financial information or
a material amendment to the previously filed Form 20-F);
(iii) furnishes
its unaudited interim financial statements on Form 6-K under the Exchange Act; or
(iv) files
a current report on Form 6-K containing amended financial information under the Exchange Act.
(Each date of filing of one or more of the documents
referred to in clauses (i) through (iv) shall be a “Representation Date.”)
the Company shall furnish the Agent (but in the
case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material)
with a certificate, in the form attached hereto as Exhibit 7(1). The requirement to provide a certificate under this Section 7(1) shall
be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the
earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a
Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 20-F. Notwithstanding
the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to
sell Placement ADSs following a Representation Date when the Company relied on such waiver and did not provide the Agent with a certificate
under this Section 7(1), then before the Agent sells any Placement ADSs, the Company shall provide the Agent with a certificate,
in the form attached hereto as Exhibit 7(1), dated the date of the Placement Notice.
m. Legal
Opinion. On or prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to the Agent
a written opinion and a negative assurance letter of Kirkland & Ellis International LLP (“Company Counsel”),
counsel to the Company as to certain matters of U.S. law and a written opinion of Maples and Calder (Hong Kong) LLP, counsel to the Company
as to certain matters of Cayman Islands law ( “Company Cayman Islands Counsel”), each in form and substance reasonably
satisfactory to the Agent. Thereafter, within five (5) Business Days of each Representation Date with respect to which the Company
is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l), the Company shall cause to be furnished to the
Agent a negative assurance letter of Company Counsel in form and substance reasonably satisfactory to the Agent; provided that, in
lieu of such negative assurance for subsequent periodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance
Letter”) to the effect that the Agent may rely on the negative assurance letter previously delivered under this Section 7(m) to
the same extent as if it were dated the date of such letter (except that statements in such prior letter shall be deemed to relate to
the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).
n. Comfort
Letter. On or prior to the date of the first Placement Notice given hereunder and within five (5) Business Days after each subsequent
Representation Date, other than pursuant to Section 7(l)(iii), the Company shall cause its independent accountants to furnish the
Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements
set forth in this Section 7(n). The Comfort Letter from the Company’s independent accountants shall be in a form and
substance reasonably satisfactory to the Agent, (i) confirming that they are an independent public accounting firm within the meaning
of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”), (ii) stating, as of such
date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’
“comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial
Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the
Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus,
as amended and supplemented to the date of such letter.
o. Depositary
Opinion. Counsel for the Depositary shall have furnished to the Agent their opinion dated as of the Closing Date and addressed to
the Agent, in form and substance reasonably satisfactory to the Agent and its counsel, relating to the Placement ADSs.
p. Market
Activities. The Company will not, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes
or would constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of
Ordinary Shares or ADSs or (ii) sell, bid for, or purchase Ordinary Shares or ADSs in violation of Regulation M, or pay anyone any
compensation for soliciting purchases of the Placement ADSs other than the Agent.
q. Investment
Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that it will not be or become, at any
time prior to the termination of this Agreement, an “investment company,” as such term is defined in the Investment Company
Act.
r. No
Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent
hereunder pursuant to Section 23, neither of the Agent nor the Company (including its agents and representatives, other than
the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405),
required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement ADSs hereunder.
s. Sarbanes-Oxley
Act. The Company will maintain and keep accurate books and records reflecting its assets and maintain internal accounting controls
in a manner designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with GAAP and including those policies and procedures that (i) pertain to the maintenance
of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide
reasonable assurance that transactions are recorded as necessary to permit the preparation of the Company’s consolidated financial
statements in accordance with GAAP, (iii) that receipts and expenditures of the Company are being made only in accordance with management’s
and the Company’s directors’ authorization, and (iv) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements.
The Company will maintain disclosure controls and procedures that comply with the requirements of the Exchange Act.
t. Reservation
of Ordinary Shares. The Company shall ensure that there are at all times sufficient Ordinary Shares to provide for the issuance, free
of any preemptive rights, out of its authorized but unissued Ordinary Shares or Ordinary Shares held in treasury, of the maximum aggregate
number of Ordinary Shares underlying the ADSs that may be sold pursuant to the terms of this Agreement. The Company will use its commercially
reasonable efforts to maintain the listing of the ADSs on the Exchange.
8. Representations
and Covenants of the Agent. The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange
Act and the applicable statutes and regulations of each state in which the Placement ADSs will be offered and sold, except such states
in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term
of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations
of each state in which the Placement ADSs will be offered and sold, except such states in which it is exempt from registration or such
registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable law and regulations
in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of the Placement
ADSs.
9. Payment
of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the
preparation, filing, including any fees required by the Commission, and printing of the Registration Statement (including financial statements
and exhibits) as originally filed and of each amendment and supplement thereto and each Free Writing Prospectus, in such number as the
Agent shall deem reasonably necessary, (ii) the printing and delivery to the Agent of this Agreement and such other documents as
may be required in connection with the offering, purchase, sale, issuance or delivery of the Placement ADSs, (iii) the preparation,
issuance and delivery of the certificates, if any, for the Placement ADSs to the Agent, including any stock or other transfer taxes and
any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement ADSs to the Agent,
(iv) the fees and disbursements of the counsel, accountants and other advisors to the Company, (v) the reasonable and documented
out-of-pocket fees and disbursements of counsel to the Agent (x) not to exceed $100,000 in connection with the filing of this Agreement
and (y) not to exceed $10,000 per year thereafter in connection with updates at the time of Representation Dates; (vi) the fees
and expenses of the transfer agent, depositary, registrar and custodian for the Placement ADSs, (vii) the filing fees incident to
any review by FINRA of the terms of the sale of the Placement ADSs, and (viii) the fees and expenses incurred in connection with
the listing of the Placement ADSs on the Exchange.
10. Conditions
to the Agent’s Obligations. The obligations of the Agent hereunder with respect to a Placement will be subject to the continuing
accuracy and completeness of the representations and warranties made by the Company herein (other than those representations and warranties
made as of a specified date or time), to the due performance in all material respects by the Company of its obligations hereunder, to
the completion by the Agent of a due diligence review satisfactory to it in its reasonable judgment, and to the continuing reasonable
satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions:
a. Registration
Statement Effective. The Registration Statement shall remain effective and shall be available for the sale of all Placement ADSs contemplated
to be issued by any Placement Notice.
b. No
Material Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request
for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness
of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement
or the Prospectus; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending
the effectiveness of the Registration Statement or receipt by the Company of notification of the initiation of any proceedings for that
purpose; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification
of any of the Placement ADSs for sale in any jurisdiction or receipt by the Company of notification of the initiation of, or a threat
to initiate, any proceeding for such purpose; or (iv) the occurrence of any event that makes any material statement made in the Registration
Statement or the Prospectus or any material Incorporated Document untrue in any material respect or that requires the making of any changes
in the Registration Statement, the Prospectus or any material Incorporated Document so that, in the case of the Registration Statement,
it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading and, that in the case of the Prospectus or any material Incorporated Document,
it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. At each Settlement
Date, the Registration Statement and the Prospectus, as of such date, will conform in all material respects with the requirements of the
Securities Act.
c. No
Misstatement or Material Omission. The Agent shall not have advised the Company that the Registration Statement or Prospectus, or
any amendment or supplement thereto, contains an untrue statement of fact that in the Agent’s reasonable opinion is material, or
omits to state a fact that in the Agent’s reasonable opinion is material and is required to be stated therein or is necessary to
make the statements therein not misleading.
d. Material
Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall
not have been any Material Adverse Effect, or any development that would cause a Material Adverse Effect, or a downgrading in or withdrawal
of the rating assigned to any of the Company’s securities (other than asset backed securities) by any “nationally recognized
statistical rating organization,” as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities
Act (a “Rating Organization”), or a public announcement by any Rating Organization that it has under surveillance or
review its rating of any of the Company’s securities (other than asset backed securities), the effect of which, in the case of any
such action by a Rating Organization described above, in the reasonable judgment of the Agent (without relieving the Company of any obligation
or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement
ADSs on the terms and in the manner contemplated in the Prospectus.
e. Company
Counsel Legal Opinions. The Agent shall have received the opinion and negative assurance letter of Company Counsel and the opinion
of Company Cayman Islands Counsel required to be delivered pursuant to Section 7(m), on or before the date on which such delivery
of such opinion and negative assurance letter are required pursuant to Section 7(m).
f. Agent
Counsel Legal Opinion. Agent shall have received from Duane Morris LLP, counsel for the Agent, such opinion or opinions, on or before
the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(m), with respect to
such matters as the Agent may reasonably require, and the Company shall have furnished to such counsel such documents as they request
for enabling them to pass upon such matters.
g. Comfort
Letter. The Agent shall have received the Comfort Letter required to be delivered pursuant Section 7(n) on or before
the date on which such delivery of such letter is required pursuant to Section 7(n).
h. Representation
Certificate. The Agent shall have received the certificate required to be delivered pursuant to Section 7(l) on or
before the date on which delivery of such certificate is required pursuant to Section 7(l).
i. Secretary’s
Certificate. On or prior to the first Representation Date, the Agent shall have received a certificate, signed on behalf of the Company
by its corporate Secretary, in form and substance satisfactory to the Agent and its counsel.
j. Depositary
Opinion. The Agent shall have received the opinion required to be delivered pursuant to Section 7(o) on or before
the date on which such delivery of such opinion is required pursuant to Section 7(o).
k. No
Suspension. Trading in the ADSs shall not have been suspended on the Exchange and the ADSs shall not have been delisted from the Exchange.
l. Other
Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(l), the Company
shall have furnished to the Agent such appropriate further information, certificates and documents as the Agent may reasonably request
and which are usually and customarily furnished by an issuer of securities in connection with a securities offering of the type contemplated
hereby. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof.
m. Securities
Act Filings Made. All filings with the Commission required by Rule 424 under the Securities Act to have been filed prior to the
issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 424.
n. Approval
for Listing. The Placement ADSs shall either have been approved for listing on the Exchange, subject only to notice of issuance, or
the Company shall have filed an application for listing of the Placement ADSs on the Exchange at, or prior to, the issuance of any Placement
Notice.
o. No
Termination Event. There shall not have occurred any event that would permit the Agent to terminate this Agreement pursuant to Section 13(a).
11. Indemnification
and Contribution.
(a) Company
Indemnification. The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees
and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act as follows:
(i) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, 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 thereto), or the omission
or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading,
or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus
or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount
paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened,
or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided
that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company, which
consent shall not unreasonably be delayed or withheld; and
(iii) against
any and all expense whatsoever, as incurred (including the reasonable disbursements of counsel), reasonably incurred in investigating,
preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened,
or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent
that any such expense is not paid under (i) or (ii) above,
provided, however, that this indemnity
agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission
or alleged untrue statement or omission made solely in reliance upon and in conformity with written information furnished to the Company
by the Agent expressly for use in the Registration Statement (or any amendment thereto), or in any related Issuer Free Writing Prospectus
or the Prospectus (or any amendment or supplement thereto).
(b) Indemnification
by the Agent. The Agent agrees to indemnify and hold harmless the Company and its directors and officers, and each person, if any,
who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or
(ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense
described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions,
or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free
Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating
to the Agent and furnished to the Company in writing by the Agent expressly for use therein.
(c) Procedure.
Any party that proposes to assert the right to be indemnified under this Section 11 will, promptly after receipt of notice
of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under
this Section 11, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served,
but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability that it might
have to any indemnified party otherwise than under this Section 11 and (ii) any liability that it may have to any indemnified
party under the foregoing provisions of this Section 11 unless, and only to the extent that, such omission results in the
forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and
it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that
it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from
the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel
reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election
to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided
below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense.
The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such
counsel will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized
in writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice of counsel) that there
may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying
party, (3) a conflict or potential conflict of interest exists (based on advice of counsel to the indemnified party) between the
indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such
action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of
such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable and
documented out-of-pocket fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties.
It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable and documented out-of-pocket fees, disbursements and other charges of more than one separate
firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such reasonable and documented
out-of-pocket fees, disbursements and other charges will be reimbursed by the indemnifying party promptly after the indemnifying party
receives a written invoice relating to fees, disbursements and other charges in reasonable detail. An indemnifying party will not, in
any event, be liable for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without
the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened
claim, action or proceeding relating to the matters contemplated by this Section 11 (whether or not any indemnified party
is a party thereto), unless such settlement, compromise or consent (1) includes an unconditional release of each indemnified party
from all liability arising out of such litigation, investigation, proceeding or claim and (2) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.
(d) Contribution.
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs
of this Section 11 is applicable in accordance with its terms but for any reason is held to be unavailable from the Company
or the Agent, the Company and the Agent will contribute to the total losses, claims, liabilities, expenses and damages (including any
investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit
or proceeding or any claim asserted, but after deducting any contribution received by the Company from persons other than the Agent, such
as persons who control the Company within the meaning of the Securities Act or the Exchange Act, officers of the Company who signed the
Registration Statement and directors of the Company, who also may be liable for contribution) to which the Company and the Agent may be
subject in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand and the Agent
on the other hand. The relative benefits received by the Company on the one hand and the Agent on the other hand shall be deemed to be
in the same proportion as the total Net Proceeds from the sale of the Placement ADSs (before deducting expenses) received by the Company
bear to the total compensation received by the Agent (before deducting expenses) from the sale of Placement ADSs on behalf of the Company.
If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution
shall be made in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but
also the relative fault of the Company, on the one hand, and the Agent, on the other hand, with respect to the statements or omission
that resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable
considerations with respect to such offering. Such relative fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information
supplied by the Company or the Agent, the intent of the parties and their relative knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the Agent agree that it would not be just and equitable if contributions
pursuant to this Section 11(d) were to be determined by pro rata allocation or by any other method of allocation that
does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result
of the loss, claim, liability, expense, or damage, or action in respect thereof, referred to above in this Section 11(d) shall
be deemed to include, for the purpose of this Section 11(d), any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim to the extent consistent with Section 11(c) hereof.
Notwithstanding the foregoing provisions of this Section 11(d), the Agent shall not be required to contribute any amount in
excess of the commissions received by it under this Agreement and no person found guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 11(d), any person who controls a party to this Agreement within the meaning
of the Securities Act or the Exchange Act, and any officers, directors, partners, employees or agents of the Agent, will have the same
rights to contribution as that party, and each officer who signed the Registration Statement and director of the Company will have the
same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled to contribution, promptly
after receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be made under
this Section 11(d), will notify any such party or parties from whom contribution may be sought, but the omission to so notify
will not relieve that party or parties from whom contribution may be sought from any other obligation it or they may have under this Section 11(d) except
to the extent that the failure to so notify such other party materially prejudiced the substantive rights or defenses of the party from
whom contribution is sought. Except for a settlement entered into pursuant to the last sentence of Section 11(c) hereof,
no party will be liable for contribution with respect to any action or claim settled without its written consent if such consent is required
pursuant to Section 11(c) hereof.
12. Representations
and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 11 of this Agreement and all
representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective
dates, regardless of (i) any investigation made by or on behalf of the Agent, any controlling persons, or the Company (or any of
their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement ADSs and payment therefor
or (iii) any termination of this Agreement.
13. Termination.
a. The
Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (1) if there has been, since the
time of execution of this Agreement or since the date as of which information is given in the Prospectus, any Material Adverse Effect,
or any development that would have a Material Adverse Effect that, in the judgment of the Agent, is material and adverse and makes it
impractical or inadvisable to market the Placement ADSs or to enforce contracts for the sale of the Placement ADSs, (2) if there
has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak
of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national
or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment
of the Agent, impracticable or inadvisable to market the Placement ADSs or to enforce contracts for the sale of the Placement ADSs, (3) if
trading in the Ordinary Shares or ADSs has been suspended or limited by the Commission or the Exchange, or if trading generally on the
Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading
of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if
a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if
a banking moratorium has been declared by either U.S. Federal or New York authorities. Any such termination shall be without liability
of any party to any other party except that the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification
and Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law
and Time; Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding
such termination. If the Agent elects to terminate this Agreement as provided in this Section 13(a), the Agent shall provide the
required notice as specified in Section 14 (Notices).
b. The
Company shall have the right, by giving five (5) days’ notice as hereinafter specified to terminate this Agreement in its sole
discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party
except that the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution),
Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of
Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination.
c. The
Agent shall have the right, by giving five (5) days’ notice as hereinafter specified to terminate this Agreement in its sole
discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party
except that the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution),
Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of
Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination.
d. Unless
earlier terminated pursuant to this Section 13, this Agreement shall automatically terminate upon the issuance and sale of
all of the Placement ADSs through the Agent on the terms and subject to the conditions set forth herein except that the provisions of
Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section 12 (Representations
and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial) and Section 19
(Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination.
e. This
Agreement shall remain in full force and effect unless terminated pursuant to Sections 13(a), (b), (c), or (d) above
or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all
cases be deemed to provide that Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution),
Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of
Jury Trial) and Section 19 (Consent to Jurisdiction) shall remain in full force and effect. Upon termination of this Agreement,
the Company shall not have any liability to the Agent for any discount, commission or other compensation with respect to any Placement
ADSs not otherwise sold by the Agent under this Agreement.
f. Any
termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that such
termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the
case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement ADSs, such Placement ADSs shall settle
in accordance with the provisions of this Agreement.
14. Notices.
All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement
shall be in writing, unless otherwise specified, and if sent to the Agent, shall be delivered to:
B. Riley Securities, Inc.
299 Park Avenue, 7th Floor
New York, NY 10171
| Attention: | General Counsel |
| Telephone: | (212) 457-9947 |
| Email: | atmdesk@brileyfin.com |
with a copy to:
Duane Morris LLP
1540 Broadway
New York, NY 10036
| Attention: | James T. Seery |
| Telephone: | (973) 424-2088 |
| Email: | jtseery@duanemorris.com |
and if to the Company, shall be delivered to:
Canaan Inc.
28 Ayer Rajah Crescent
#06-08
Singapore 139959
| Attention: | James Jin Cheng |
with a copy to:
Kirkland & Ellis International LLP
58th Floor, China World Tower A
No.1 Jian Guo Men Wai Avenue
Chaoyang District, Beijing, 100004
People’s Republic of China
| Telephone: | +8610 5737 9315 |
| Email: | steve.lin@kirkland.com |
Maples and Calder (Hong Kong) LLP
26th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong
Kong
| Email: | Derrick.Kan@maples.com |
Each party to this Agreement may change such address
for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication
shall be deemed given (i) when delivered personally, by email, or by verifiable facsimile transmission on or before 4:30 p.m., New
York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business
Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited
in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). “Business Day” means any
day other than Saturday, Sunday or other day on which commercial banks in mainland China, the City of New York, Singapore, Hong Kong and
the Cayman Islands are authorized or required by law to remain closed.
15. Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Agent and their respective successors
and the affiliates, controlling persons, officers and directors referred to in Section 11 hereof. References to any of the
parties contained in this Agreement shall be deemed to include the successors and permitted assigns of such party. Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns
any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
Neither the Company nor the Agent may assign its rights or obligations under this Agreement without the prior written consent of the other
party.
16. Adjustments
for Stock Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to
take into account any share consolidation, stock split, stock dividend, corporate domestication or similar event effected with respect
to the Placement ADSs.
17. Entire
Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued
pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both
written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be
amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent
jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable,
and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision
was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof
shall be in accordance with the intent of the parties as reflected in this Agreement.
18. GOVERNING
LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. THE COMPANY AND THE
AGENT EACH HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
19. CONSENT
TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN
THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED
HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY
SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE
OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS
BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED)
TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT
SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY
MANNER PERMITTED BY LAW.
20. Use
of Information. The Agent may not use any information gained in connection with this Agreement and the transactions contemplated by
this Agreement, including due diligence, to advise any party with respect to transactions not expressly approved by the Company.
21. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile transmission
or email of a .pdf attachment.
22. Effect
of Headings. The section, Schedule and Exhibit headings herein are for convenience only and shall not affect the construction
hereof.
23. Permitted
Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent of the Agent, and
the Agent represents, warrants and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make
any offer relating to the Placement ADSs that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a
“free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus
consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.”
The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer
free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable
to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For
the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 23 hereto
are Permitted Free Writing Prospectuses.
24. Absence
of Fiduciary Relationship. The Company acknowledges and agrees that:
a. The
Agent is acting solely as agent in connection with the public offering of the Placement ADSs and in connection with each transaction contemplated
by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of
its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and the
Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective
of whether or not the Agent has advised or is advising the Company on other matters, and the Agent has no obligation to the Company with
respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement;
b. it
is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated
by this Agreement;
c. the
Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement
and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate;
d. it
is aware that the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those
of the Company and the Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary,
advisory or agency relationship or otherwise; and
e. it
waives, to the fullest extent permitted by law, any claims it may have against the Agent for breach of fiduciary duty or alleged breach
of fiduciary duty in connection with the sale of Placement ADSs under this Agreement and agrees that the Agent shall not have any liability
(whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting
a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of the
Agent’s obligations under this Agreement and to keep information provided by the Company to the Agent and its counsel confidential
to the extent not otherwise publicly-available.
25. Definitions.
As used in this Agreement, the following terms have the respective meanings set forth below:
“Applicable Time”
means (i) each Representation Date and (ii) the time of each sale of any Placement ADSs pursuant to this Agreement.
“Effective Date”
shall mean each date and time that the Registration Statement and any post-effective amendment or amendments thereto became or becomes
effective.
“Execution Time”
shall mean the date and time that this Agreement is executed and delivered by the parties hereto.
“Issuer Free Writing
Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Placement ADSs
that (1) is required to be filed with the Commission by the Company, (2) is a “road show” that is a “written
communication” within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the Commission, or (3) is
exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Placement ADSs or of the offering
that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required
to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities Act.
“Ordinary Share Equivalents”
means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares
or ADSs, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible
into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares or ADSs.
“Rule 172,”
“Rule 405,” “Rule 415,” “Rule 424,” “Rule 424(b),”
“Rule 430B,” and “Rule 433” refer to such rules under the Securities Act.
All references in this Agreement
to financial statements and schedules and other information that is “contained,” “included” or “stated”
in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus,
as the case may be.
All references in this Agreement
to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy
filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer
Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission) shall be deemed to include
the copy thereof filed with the Commission pursuant to EDGAR; and all references in this Agreement to “supplements” to the
Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with
any offering, sale or private placement of any Placement ADSs by the Agent outside of the United States.
[Remainder of the page intentionally left
blank]
If the foregoing correctly sets forth the understanding
between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute
a binding agreement between the Company and the Agent.
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Very truly yours, |
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CANAAN INC. |
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By: |
/s/ Nangeng Zhang |
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Name: Nangeng Zhang |
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Title: Chairman and Chief Executive Officer |
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ACCEPTED as of the date first-above
written: |
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B. RILEY SECURITIES, INC. |
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By: |
/s/ Patrice McNicoll |
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Name: Patrice McNicoll |
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Title: Co-Head of Investment Banking |
SCHEDULE 1
FORM OF PLACEMENT NOTICE
| To: | B. Riley Securities, Inc. |
| Attention: | Patrice McNicoll |
| Subject: | At Market Issuance--Placement
Notice |
Ladies and Gentlemen:
Pursuant
to the terms and subject to the conditions contained in the At Market Issuance Sales Agreement between Canaan Inc., an exempted company
incorporated under the laws of the Cayman Islands (the “Company”), and B. Riley Securities, Inc. (the “Agent”),
dated November 10, 2023, the Company hereby requests that the Agent sell up to [____] of the Company’s ADSs at a minimum market
price of $ per share, during the time period beginning [month, day,
time] and ending [month, day, time].
SCHEDULE 2
Compensation
The Company shall pay to the
Agent in cash, upon each sale of Placement ADSs pursuant to this Agreement, an amount equal to up to 3.0% of the gross proceeds from each
sale of Placement ADSs.
SCHEDULE 3
Notice Parties
The Company
[***]
B. Riley Securities
| Matthew
Feinberg |
mfeinberg@brileyfin.com |
| |
|
| Patrice
McNicoll |
pmcnicoll@brileyfin.com |
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| Keith Pompliano |
kpompliano@brileyfin.com |
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| Scott Ammaturo |
sammaturo@brileyfin.com |
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|
| with
a copy to atmdesk@brileyfin.com |
EXHIBIT 7(1)
Form of Representation Date Certificate
___________, 20___
This Representation Date
Certificate (this “Certificate”) is executed and delivered in connection with Section 7(1) of the
At Market Issuance Sales Agreement (the “Agreement”),
dated November 10, 2023, and entered into between Canaan Inc. (the “Company”) and B. Riley Securities, Inc.
All capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement.
The
Company hereby certifies as follows:
1. As
of the date of this Certificate (i) the Registration Statement does not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) neither
the Registration Statement nor the Prospectus contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made,
not misleading and (iii) no event has occurred as a result of which it is necessary to amend or supplement the Prospectus in order
to make the statements therein not untrue or misleading for this paragraph 1 to be true.
2. Each
of the representations and warranties of the Company contained in the Agreement were, when originally made, and are, as of the date of
this Certificate, true and correct in all material respects.
3. Except
as waived by the Agent in writing, each of the covenants required to be performed by the Company in the Agreement on or prior to the
date of the Agreement, this Representation Date, and each such other date prior to the date hereof as set forth in the Agreement, has
been duly, timely and fully performed in all material respects and each condition required to be complied with by the Company on or prior
to the date of the Agreement, this Representation Date, and each such other date prior to the date hereof as set forth in the Agreement
has been duly, timely and fully complied with in all material respects.
4. Subsequent
to the date of the most recent financial statements in the Prospectus, and except as described in the Prospectus, including Incorporated
Documents, there has been no Material Adverse Effect.
5. No
stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued, and no proceedings for
that purpose have been instituted or are pending or threatened by any securities or other governmental authority (including, without
limitation, the Commission).
6. No
order suspending the effectiveness of the Registration Statement or the qualification or registration of the Placement ADSs under the
securities or Blue Sky laws of any
jurisdiction are in effect and no proceeding for
such purpose is pending before, or threatened, to the Company’s knowledge or in writing by, any securities or other governmental
authority (including, without limitation, the Commission).
The undersigned has executed
this Representation Date Certificate as of the date first written above.
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CANAAN INC. |
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By: |
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Name: |
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Title: |
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EXHIBIT 23
Permitted Issuer Free Writing Prospectuses
None.
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