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 OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of December 2024
Commission
File Number: 001-41873
FENBO
HOLDINGS LIMITED
(Translation
of registrant’s name into English)
Unit
J, 19/F, World Tech Centre
95
How Ming Street
Kwun
Tong
Kowloon,
Hong Kong
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form
40-F ☐
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): ☐
Change
of Control
On
November 29, 2024, Luxury Max Investment Limited (“LMIL”) the controlling shareholder, of Fenbo Holdings Limited (“Fenbo”
or the “Company”) entered into two definitive securities purchase agreements (the “Purchase Agreement”) with
Mr. Hongwu Huang and Ms. Xuefei Wang (the “Purchasers) pursuant to which Mr. Li Kin Shing, the sole officer, director, and shareholder
of LMIL agreed to sell 100% of his interest in LMIL to the Purchasers. Mr. Li concurrently resigned all of his positions with LMIL. LMIL
is the owner of record of 8,000,000 of the Company’s ordinary shares (the “Shares”). By virtue of the Purchase Agreement,
the Purchasers who now own 100% of LMIL now share voting and dispositive control over the Shares which represents 72.3% of Fenbo’s
issued and outstanding ordinary shares.
The
Purchase Agreement contained customary representations, warranties, and agreements of LMIL and the Purchaser, as well as customary indemnification
rights and obligations of the parties.
The
Purchase Agreement is filed as Exhibit 99.1 herein, to this Current Report on Form 6-K. The foregoing is only a brief description of
the material terms of the Purchase Agreement and does not purport to be a complete description of the rights and obligations of the parties
thereunder and is qualified in its entirety by reference to such exhibits. This content does not constitute an offer to sell or the solicitation
of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dated:
December 6, 2024 |
FENBO
HOLDINGS LIMITED |
|
|
|
/s/
Li Siu Lun Allan |
|
Li
Siu Lun Allan |
|
Chief
Executive Officer, Chairman and Director |
Exhibit
99.1
STOCK
PURCHASE AGREEMENT
Sale
and Purchase of 6,000 Ordinary Shares of
Luxury
Max Investments Limited
THIS
AGREEMENT is made and entered into as a private transaction as of the date set forth on the signature page below, by and between the
Seller set forth on the signature page hereto (the “Seller”) and the purchaser set forth on the signature page below (the
“Purchaser”).
WHEREAS,
the Seller is the record owner and holder of Ordinary Shares (the “Ordinary Shares”), of Luxury Max Investments Limited,
a British Virgin Islands Islands company (the “Company”), which is the record owner of 8,000,000 ordinary shares of Fenbo
Holdings Limited, a company incorporated in Cayman Islands and listed on the Nasdaq (Ticker Symbol: FEBO), representing 72.3% of total
outstanding issued ordinary shares of Fenbo Holdings Limited as of the date of this Agreement;
WHEREAS,
the Seller desires to sell to the Purchaser such shares of Ordinary Shares of the Company set forth on the signature page below (the
“Stock”); and
WHEREAS,
the Purchaser desires to purchase the Stock and the Seller desires to sell the Stock, upon the terms and subject to the conditions hereinafter
set forth.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration,
the adequacy of which is expressly acknowledged as sufficient in all respects, the Seller and the Purchaser hereby agree as follows:
|
(a) |
Subject
to the terms and conditions hereinafter set forth, at the Closing of the transaction as defined herein, the Seller shall sell, convey,
transfer, and deliver to the Purchaser the Stock, and the Purchaser shall purchase from the Seller the Stock for the purchase price
in the aggregate as set forth on the signature page hereto (the “Purchase Price”). |
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|
|
|
(b) |
The
Closing of the transactions contemplated by this Agreement (the “Closing”), shall occur on November 29, 2024 at noon
Hong Kong Standard Time, provided that: (i) the Seller and Purchaser shall each have signed this Agreement; (ii) the Seller shall
have received the initial down payment of the Purchase Price in the amount of USD1,200,000 together with a fully executed promissory
note (the “Promissory Note”) in form and substance as attached hereto as Exhibit 1 for the balance of the Purchase Price
of USD1,500,000; and (iii) the Purchaser shall have received a copy of instructions from the Seller the Company’s secretarial
firm to register the Ordinary Shares being acquired by the Purchaser from the Seller in the Purchaser’s name on the register
of members in book entry form. In the event these conditions have not been satisfied by the aforementioned date, then the Closing
shall occur on such date as mutually agreed by the parties, which date shall be as soon thereafter as practicable. |
|
(c) |
The
Purchase Price for the Stock shall be delivered by the Purchaser in the form of cheque or by means of a telegraphic transfer to Majestic
Dragon Investment Co. Limited, the Seller’s authorized payment receiving agent, pursuant to the instructions provided by the
Seller under a separate cover as follows: |
|
(i) |
An
initial down payment of USD1,200,000; and |
|
(ii) |
the
balance of USD1,500,000 due and payable in full on or before April 18, 2025. |
|
(d) |
The
Seller’s obligations under this Agreement shall be conditioned on delivery by the Purchaser to the Seller of anti-money laundering
due diligence documentation, which is satisfactory to the bank of the Seller, the requirements of which are set forth on the Signature
Page hereto. The Seller reserves the right to request any and all supplemental anti-money laundering due diligence information which
it deems necessary, as determined and requested at its sole discretion and the Seller may refuse the acceptance of any proceeds delivered
as the Purchase Price if such due diligence information is not satisfactory to the Seller. |
2. |
REPRESENTATIONS
AND WARRANTIES OF SELLER |
|
(a) |
The
Seller hereby represents and warrants to the Purchaser: (i) The Seller has full right and power to sell the Stock; (ii) the Seller
is the lawful owner of the Stock, free and clear of all security interests, liens, encumbrances, contingent or otherwise, equities
or other charges, taxes or restrictions of any nature; and (ii) there are no existing warrants, options, purchase agreements, redemption
agreements, calls, puts or other rights of any nature whatsoever relating to the Stock, nor are there any other understandings, arrangements
or agreements creating rights of third parties with respect to such Stock. At the Closing, the Purchaser will acquire all right,
title and interest in the Stock free and clear of any impairment, encumbrance or liens or any interest, contingent or otherwise,
of any person, public or private entity, association or organization, or any judicial orders or any governmental entity or quasi-governmental
authority. |
|
|
|
|
(b) |
The
Seller hereby represents and warrants that there has been no act or omission by the Seller which would give rise to any valid claim
against any of the parties hereto for a brokerage commission, finder’s fee, or other like payment in connection with the transactions
contemplated hereby and no third party has any rights, contingent or otherwise, in the Stock or proceeds from the sale thereof. |
|
|
|
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(c) |
The
Seller is not receiving a selling concession, fee, or other remuneration in respect of the securities sold. |
3. |
REPRESENTATIONS
AND WARRANTIES OF PURCHASER |
The
Purchaser makes the following representations and warranties for the benefit of the Seller and the Company with the intent that the same
may be relied upon in determining the suitability of the Purchaser and transferee of securities:
|
(a) |
The
Purchaser has full right and power to enter into and perform pursuant to this Agreement, and this Agreement constitutes the Purchaser’s
valid and legally binding obligation, enforceable in accordance with its terms. The Purchaser is authorized and otherwise duly qualified
to purchase and hold the Stock and to enter into this Agreement. |
|
(b) |
The
Purchaser has had the opportunity to review this Agreement, the filings by Fenbo Holdings Limited with the SEC (including its annual
report on Form 20-F for the fiscal year ended December 31, 2023 (all available at www.sec.gov), and all documents and information
that Purchaser has reasonably requested concerning its purchase of the Stock and the Company’s holding of 72.3% interest in
Fenbo Holdings Limited. The Purchaser has had the opportunity to ask questions of the management of Fenbo Holdings Limited regarding
its business, management and financial affairs, which questions were answered to the Purchaser’s satisfaction. |
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(c) |
The
jurisdiction of the Purchaser’s principal place of business, as set forth on the signature page hereto with respect to notices
under this Agreement, is true and correct. |
|
|
|
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(d) |
The
Purchaser acknowledges that the purchase of the Stock involves substantial risk. The Purchaser can bear the economic risk of this
investment in the Stock and has such knowledge and experience in financial or business matters that the Purchaser is capable of evaluating
the merits and risks of an investment in the shares of the Stock. |
(a)
Entire Agreement. This Agreement constitutes the entire Agreement and supersedes all prior agreements and understandings, oral
and written, between the parties hereto with respect to the subject matter hereof. The Company and the Company’s corporate secretarial
firm, although not signatory parties hereto, are expressly authorized and permitted to rely upon any and all provisions of this Agreement.
No other third-party beneficiaries may rely upon this Agreement.
(b)
Headings and Construction. The section and other headings contained in this Agreement are for reference purposes only and shall
not affect the meaning or interpretation of this Agreement. All pronouns and any variations thereof used herein shall be deemed to refer
to the masculine, feminine, neuter, singular or plural as the identity of the person or persons referred to may require.
(c)
Costs. Except as otherwise set forth herein, each of the parties hereto shall pay its own fees and expenses (including the fees
of any attorneys, accountants, appraisers, or others engaged by such party) in connection with this Agreement and the transactions contemplated
hereby whether or not the transactions contemplated hereby are consummated.
(d)
Severability. Each provision of this Agreement shall be considered separable and, if for any reason any provision(s) hereof are
determined to be invalid or contrary to applicable law, such invalidity or illegality shall not impair the operation of or affect the
remaining portions of this Agreement.
(e)
Survival. The parties’ representations and warranties made in this Agreement shall survive the execution and delivery hereof
and delivery of the purchased Stock.
(f)
Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and given or made (a)
by personal delivery or (b) by overnight courier service with confirmation of receipt at the respective addresses set forth on the signature
page hereto, or at such other address as any party hereto may subsequently furnish in writing to the other party.
(g)
Assignability. This Agreement and the rights, interests and obligations hereunder are not transferable or assignable by the Seller
without the consent of the Purchaser and the transfer or assignment of the Stock shall be made only in accordance with this Agreement.
(h)
Irrevocability; Binding Effect. The Purchaser hereby acknowledges and agrees that the purchase hereunder is irrevocable, except
as required by applicable law, and that this Agreement shall be binding upon and inure to the benefit of the parties and their respective
heirs, executors, administrators, successors, legal representatives and permitted assigns. The obligations of the Seller hereunder shall
terminate if the bank of the Seller does not accept the anti-money laundering documentation of the Purchaser.
(i)
Modification. This Agreement shall not be modified, amended or waived except by a written instrument signed by the party against
whom any such modification, amendment or waiver is sought.
(j)
Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed an original, but all of
which shall together constitute one and the same instrument.
(k)
Facsimile Signatures. This Agreement may be executed by facsimile, scan, or other electronic signature, any of which shall be
deemed an original for purposes of this Agreement.
(l)
Governing Law. This Agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance
with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China. In the event that litigation results
from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party’s reasonable
attorney’s fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief
to which the prevailing party may be entitled.
[Signature
Page Follows]
IN
WITNESS WHEREOF, this Agreement has been executed by each of the parties hereto as of November 19 2024.
Purchase
of the Ordinary Shares of Luxury Max Investments Limited:
Total
Shares of the Stock Purchased: 6,000 ordinary shares |
|
Total
Purchase Price: USD2,700,000 |
|
Initial
Deposit of Purchase Price: USD1,200,000 |
|
Balance
Due of Purchase Price: USD1,500,000 |
|
Due
Date for Receipt of Balance of Purchase Price: As set forth in Section 1 (c)(ii) hereof. |
PURCHASER:
Print
Full Legal Name: |
Hongwu
HUANG |
Address:
|
Room
709, Building 2, Nantian Mansion, No. 2 Baihua Third Road, Futian District, Shenzhen, China. |
|
|
PRC
Passport No: |
EK1411275 |
Telephone
(with country code): |
+86
13802263643 |
E-mail:
|
huanghongwu581@163.com |
Address
for Notices and Any Deliveries:
Room
709, Building 2, Nantian Mansion, No. 2 Baihua Third Road, Futian District, Shenzhen, China |
|
Permanent
Address (if different from above) |
|
********************
SELLER:
Kin Shing LI |
|
|
|
|
Address
For Notices: |
Flat
D, 51/F., Block 1, Sorrento |
|
|
1
Austin Road West, TST, Kowloon, Hong Kong. |
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Exhibit
99.2
STOCK
PURCHASE AGREEMENT
Sale
and Purchase of 4,000 Ordinary Shares of
Luxury
Max Investments Limited
THIS
AGREEMENT is made and entered into as a private transaction as of the date set forth on the signature page below, by and between the
Seller set forth on the signature page hereto (the “Seller”) and the purchaser set forth on the signature page below (the
“Purchaser”).
WHEREAS,
the Seller is the record owner and holder of Ordinary Shares (the “Ordinary Shares”), of Luxury Max Investments Limited,
a British Virgin Islands Islands company (the “Company”), which is the record owner of 8,000,000 ordinary shares of Fenbo
Holdings Limited, a company incorporated in Cayman Islands and listed on the Nasdaq (Ticker Symbol: FEBO), representing 72.3% of total
outstanding issued ordinary shares of Fenbo Holdings Limited as of the date of this Agreement;
WHEREAS,
the Seller desires to sell to the Purchaser such shares of Ordinary Shares of the Company set forth on the signature page below (the
“Stock”); and
WHEREAS,
the Purchaser desires to purchase the Stock and the Seller desires to sell the Stock, upon the terms and subject to the conditions hereinafter
set forth.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration,
the adequacy of which is expressly acknowledged as sufficient in all respects, the Seller and the Purchaser hereby agree as follows:
1.
SALE AND PURCHASE
| (a) | Subject
to the terms and conditions hereinafter set forth, at the Closing of the transaction as defined
herein, the Seller shall sell, convey, transfer, and deliver to the Purchaser the Stock,
and the Purchaser shall purchase from the Seller the Stock for the purchase price in the
aggregate as set forth on the signature page hereto (the “Purchase Price”). |
| (b) | The
Closing of the transactions contemplated by this Agreement (the “Closing”), shall
occur on November 29, 2024 at noon Hong Kong Standard Time, provided that: (i) the Seller
and Purchaser shall each have signed this Agreement; (ii) the Seller shall have received
the initial down payment of the Purchase Price in the amount of USD800,000 together with
a fully executed promissory note (the “Promissory Note”) in form and substance
as attached hereto as Exhibit 1 for the balance of the Purchase Price of USD1,000,000; and
(iii) the Purchaser shall have received a copy of instructions from the Seller the Company’s
secretarial firm to register the Ordinary Shares being acquired by the Purchaser from the
Seller in the Purchaser’s name on the register of members in book entry form. In the
event these conditions have not been satisfied by the aforementioned date, then the Closing
shall occur on such date as mutually agreed by the parties, which date shall be as soon thereafter
as practicable. |
| (c) | The
Purchase Price for the Stock shall be delivered by the Purchaser in the form of cheque or
by means of a telegraphic transfer to Majestic Dragon Investment Co. Limited, the Seller’s
authorized payment receiving agent, pursuant to the instructions provided by the Seller under
a separate cover as follows: |
| (i) | An
initial down payment of USD800,000; and |
| (ii) | the
balance of USD1,000,000 due and payable in full on or before April 18, 2025. |
| (d) | The
Seller’s obligations under this Agreement shall be conditioned on delivery by the Purchaser
to the Seller of anti-money laundering due diligence documentation, which is satisfactory
to the bank of the Seller, the requirements of which are set forth on the Signature Page
hereto. The Seller reserves the right to request any and all supplemental anti-money laundering
due diligence information which it deems necessary, as determined and requested at its sole
discretion and the Seller may refuse the acceptance of any proceeds delivered as the Purchase
Price if such due diligence information is not satisfactory to the Seller. |
2.
REPRESENTATIONS AND WARRANTIES OF SELLER
| (a) | The
Seller hereby represents and warrants to the Purchaser: (i) The Seller has full right and
power to sell the Stock; (ii) the Seller is the lawful owner of the Stock, free and clear
of all security interests, liens, encumbrances, contingent or otherwise, equities or other
charges, taxes or restrictions of any nature; and (ii) there are no existing warrants, options,
purchase agreements, redemption agreements, calls, puts or other rights of any nature whatsoever
relating to the Stock, nor are there any other understandings, arrangements or agreements
creating rights of third parties with respect to such Stock. At the Closing, the Purchaser
will acquire all right, title and interest in the Stock free and clear of any impairment,
encumbrance or liens or any interest, contingent or otherwise, of any person, public or private
entity, association or organization, or any judicial orders or any governmental entity or
quasi-governmental authority. |
| (b) | The
Seller hereby represents and warrants that there has been no act or omission by the Seller
which would give rise to any valid claim against any of the parties hereto for a brokerage
commission, finder’s fee, or other like payment in connection with the transactions
contemplated hereby and no third party has any rights, contingent or otherwise, in the Stock
or proceeds from the sale thereof. |
| (c) | The
Seller is not receiving a selling concession, fee, or other remuneration in respect of the
securities sold. |
3.
REPRESENTATIONS AND WARRANTIES OF PURCHASER
The
Purchaser makes the following representations and warranties for the benefit of the Seller and the Company with the intent that the same
may be relied upon in determining the suitability of the Purchaser and transferee of securities:
| (a) | The
Purchaser has full right and power to enter into and perform pursuant to this Agreement,
and this Agreement constitutes the Purchaser’s valid and legally binding obligation,
enforceable in accordance with its terms. The Purchaser is authorized and otherwise duly
qualified to purchase and hold the Stock and to enter into this Agreement. |
| (b) | The
Purchaser has had the opportunity to review this Agreement, the filings by Fenbo Holdings
Limited with the SEC (including its annual report on Form 20-F for the fiscal year ended
December 31, 2023 (all available at www.sec.gov), and all documents and information that
Purchaser has reasonably requested concerning its purchase of the Stock and the Company’s
holding of 72.3% interest in Fenbo Holdings Limited. The Purchaser has had the opportunity
to ask questions of the management of Fenbo Holdings Limited regarding its business, management
and financial affairs, which questions were answered to the Purchaser’s satisfaction. |
| (c) | The
jurisdiction of the Purchaser’s principal place of business, as set forth on the signature
page hereto with respect to notices under this Agreement, is true and correct. |
| (d) | The
Purchaser acknowledges that the purchase of the Stock involves substantial risk. The Purchaser
can bear the economic risk of this investment in the Stock and has such knowledge and experience
in financial or business matters that the Purchaser is capable of evaluating the merits and
risks of an investment in the shares of the Stock. |
4.
GENERAL PROVISIONS.
(a)
Entire Agreement. This Agreement constitutes the entire Agreement and supersedes all prior agreements and understandings, oral
and written, between the parties hereto with respect to the subject matter hereof. The Company and the Company’s corporate secretarial
firm, although not signatory parties hereto, are expressly authorized and permitted to rely upon any and all provisions of this Agreement.
No other third-party beneficiaries may rely upon this Agreement.
(b)
Headings and Construction. The section and other headings contained in this Agreement are for reference purposes only and shall
not affect the meaning or interpretation of this Agreement. All pronouns and any variations thereof used herein shall be deemed to refer
to the masculine, feminine, neuter, singular or plural as the identity of the person or persons referred to may require.
(c)
Costs. Except as otherwise set forth herein, each of the parties hereto shall pay its own fees and expenses (including the fees
of any attorneys, accountants, appraisers, or others engaged by such party) in connection with this Agreement and the transactions contemplated
hereby whether or not the transactions contemplated hereby are consummated.
(d)
Severability. Each provision of this Agreement shall be considered separable and, if for any reason any provision(s) hereof are
determined to be invalid or contrary to applicable law, such invalidity or illegality shall not impair the operation of or affect the
remaining portions of this Agreement.
(e)
Survival. The parties’ representations and warranties made in this Agreement shall survive the execution and delivery hereof
and delivery of the purchased Stock.
(f)
Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and given or made (a)
by personal delivery or (b) by overnight courier service with confirmation of receipt at the respective addresses set forth on the signature
page hereto, or at such other address as any party hereto may subsequently furnish in writing to the other party.
(g)
Assignability. This Agreement and the rights, interests and obligations hereunder are not transferable or assignable by the Seller
without the consent of the Purchaser and the transfer or assignment of the Stock shall be made only in accordance with this Agreement.
(h)
Irrevocability; Binding Effect. The Purchaser hereby acknowledges and agrees that the purchase hereunder is irrevocable, except
as required by applicable law, and that this Agreement shall be binding upon and inure to the benefit of the parties and their respective
heirs, executors, administrators, successors, legal representatives and permitted assigns. The obligations of the Seller hereunder shall
terminate if the bank of the Seller does not accept the anti-money laundering documentation of the Purchaser.
(i)
Modification. This Agreement shall not be modified, amended or waived except by a written instrument signed by the party against
whom any such modification, amendment or waiver is sought.
(j)
Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed an original, but all of
which shall together constitute one and the same instrument.
(k)
Facsimile Signatures. This Agreement may be executed by facsimile, scan, or other electronic signature, any of which shall be
deemed an original for purposes of this Agreement.
(l)
Governing Law. This Agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance
with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China. In the event that litigation results
from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party’s reasonable
attorney’s fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief
to which the prevailing party may be entitled.
[Signature
Page Follows]
IN
WITNESS WHEREOF, this Agreement has been executed by each of the parties hereto as of November 19 2024.
Purchase
of the Ordinary Shares of Luxury Max Investments Limited:
Total
Shares of the Stock Purchased: 4,000 ordinary shares |
|
Total
Purchase Price: USD1,800,000 |
|
Initial
Deposit of Purchase Price: USD800,000 |
|
Balance
Due of Purchase Price: USD1,000,000 |
|
Due
Date for Receipt of Balance of Purchase Price: As set forth in Section 1 (c)(ii) hereof. |
PURCHASER:
Print
Full Legal Name: |
Xuefei
WANG |
Address:
|
No.
32, Jingxin Village, Miaoqiaozhuang, Tangqiao Town, Zhangjiagang City, Jiangsu Province, China. |
PRC
Passport No: |
EF9754909 |
Telephone
(with country code): |
+86
13616240921 |
E-mail:
|
WXF@lianhongtex.com |
Address
for Notices and Any Deliveries:
No.
32, Jingxin Village, Miaoqiaozhuang, Tangqiao Town, Zhangjiagang City, Jiangsu Province, China |
Permanent
Address (if different from above) |
|
********************
SELLER:
Kin Shing LI |
|
|
|
|
Address
For Notices: |
Flat
D, 51/F., Block 1, Sorrento |
|
|
1
Austin Road West, TST, Kowloon, Hong Kong. |
|
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